As filed with the Securities and Exchange Commission on January 31, 2001

                                           Registration Statement No. 333-

                           --------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                           --------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                           --------------------------

                             Conexant Systems, Inc.
             (Exact name of registrant as specified in its charter)

                           --------------------------

                  DELAWARE                                25-1799439
       (State or other jurisdiction of                 (I.R.S. Employer
       incorporation or organization)                 Identification No.)

             4311 Jamboree Road
          Newport Beach, California                       92660-3095
   (Address of Principal Executive Offices)               (Zip Code)

                           --------------------------

              Conexant Systems, Inc. 2000 Non-Qualified Stock Plan
                            (Full title of the plan)

                           --------------------------

                            DENNIS E. O'REILLY, ESQ.
                     Senior Vice President, General Counsel
                                 and Secretary
                             Conexant Systems, Inc.
                               4311 Jamboree Road
                      Newport Beach, California 92660-3095
                     (Name and address of agent for service)

                           --------------------------

                                 (949) 483-4600
          (Telephone number, including area code, of agent for service)

                           --------------------------

                                    Copy to:
                              PETER R. KOLYER, ESQ.
                             Chadbourne & Parke LLP
                              30 Rockefeller Plaza
                            New York, New York 10112
                                 (212) 408-5100

                           --------------------------

                         Calculation of Registration Fee
<TABLE>
<CAPTION>
===================================================================================================================================
                                          Amount to be    Proposed maximum offering   Proposed maximum aggregate      Amount of
Title of securities to be registered     registered (1)       price per unit (2)          offering price (2)      registration fee
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>              <C>                         <C>                          <C>
Common Stock, par value $1 per share
(including the associated Preferred
Share Purchase Rights)..............     17,500,000 shares        $17.4297                 $305,019,750                 $76,255

-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1)  The shares of Common Stock set forth in the Calculation of Registration Fee
     table and which may be offered pursuant to this Registration Statement
     include, pursuant to Rule 416 under the Securities Act of 1933, as amended
     (the "Securities Act"), such additional number of shares of the
     Registrant's Common Stock as may become issuable as a result of any stock
     splits, stock dividends or similar events.

(2)  Estimated solely for purposes of calculating the registration fee pursuant
     to Rule 457(h) under the Securities Act, based upon the average of the high
     and low prices of the Common Stock on January 29, 2001, as reported on
     The Nasdaq Stock Market, Inc. National Market System.

                                ----------------

     Pursuant to Rule 429 of the General Rules and Regulations under the
     Securities Act, the prospectus that is part of this Registration Statement
     will be used in connection with the offer and sale of Common Stock of the
     Registrant previously registered under the Registrant's Registration
     Statements on Form S-8 (Registration Nos. 333-91347 and 333-48224).

<PAGE>

                                EXPLANATORY NOTE

Pursuant to General Instruction E of Form S-8, this Registration Statement
hereby incorporates by reference the contents of (i) the Registration Statement
on Form S-8 (Registration No. 333-91347) filed by the Company on November 19,
1999, relating to the Conexant Systems, Inc. 2000 Non-Qualified Stock Plan (the
"Plan"); and (ii) the Registration Statement on Form S-8 (Registration No.
333-48224) filed by the Company on October 19, 2000, relating to the Plan, as
amended July 20, 2000, except as expressly modified herein.

On November 3, 2000, the Board of Directors of the Company approved an amendment
to the Plan to increase by 7,500,000 shares the number of shares of Common Stock
of the Company available for issuance or delivery under the Plan. On January 12,
2001, the Board of Directors of the Company approved a further amendment to the
Plan to increase by 10,000,000 shares the number of shares of Common Stock of
the Company available for issuance or delivery under the Plan. This Registration
Statement registers such 17,500,000 additional shares of Common Stock.

<PAGE>

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

           The following documents, which have been filed with the Securities
and Exchange Commission (the "Commission"), are incorporated herein by reference
and made a part hereof:

           (a)     Annual Report on Form 10-K of Conexant Systems, Inc. (the
                   "Company") for the fiscal year ended September 30, 2000
                   (including the portions of the Company's Proxy Statement for
                   its 2001 Annual Meeting of Shareowners that are incorporated
                   therein by reference);

           (b)     The Company's Quarterly Report on Form 10-Q for the quarter
                   ended December 31, 2000; and

           (c)     The description of the Company's Common Stock contained in
                   Item 11 of the Company's Registration Statement on Form 10,
                   as amended (File No. 000-24923), dated December 1, 1998, as
                   amended by Part II, Item 2 of the Company's Quarterly Report
                   on Form 10-Q for the quarter ended December 31, 1999.

           All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated herein by reference
and be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated herein by
reference shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes that statement. Any such statement so
modified or superseded shall not constitute a part of this Registration
Statement, except as so modified or superseded.

Item 5.    Interests of Named Experts and Counsel.

           Jasmina Theodore Boulanger, Esq., who has passed upon the legality of
any newly issued shares of Common Stock of the Company covered by this
Registration Statement, is Associate General Counsel and Assistant Secretary of
the Company.

Item 8.    Exhibits.

4.1        Restated Certificate of Incorporation of the Company, filed as
           Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the
           quarter ended June 30, 2000, is incorporated herein by reference.

                                      II-1
<PAGE>

4.2        Amended By-Laws of the Company, filed as Exhibit 4.2 to the Company's
           Registration Statement on Form S-8 (Registration No. 333-68755), are
           incorporated herein by reference.

4.3        Specimen certificate for the Company's Common Stock, par value $1 per
           share, filed as Exhibit 4.3 to the Company's Registration Statement
           on Form 10 (File No. 000-24923), is incorporated herein by reference.

4.4.1      Rights Agreement, dated as of November 30, 1998, by and between the
           Company and ChaseMellon Shareholder Services, L.L.C., as rights
           agent, filed as Exhibit 4.4 to the Company's Registration Statement
           on Form S-8 (Registration No. 333-68755), is incorporated herein by
           reference.

4.4.2      First Amendment to Rights Agreement, dated as of December 9, 1999,
           filed as Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q
           for the quarter ended December 31, 1999, is incorporated herein by
           reference.

4.5        Conexant Systems, Inc. 2000 Non-Qualified Stock Plan, as amended.

5          Opinion of Jasmina Theodore Boulanger, Esq., Associate General
           Counsel and Assistant Secretary of the Company, as to the legality of
           any newly issued shares of Common Stock of the Company covered by
           this Registration Statement.

23.1       Consent of Deloitte & Touche LLP, independent auditors.

23.2       Consent of Jasmina Theodore Boulanger, Esq., contained in her opinion
           filed as Exhibit 5 to this Registration Statement.

23.3       Consent of Chadbourne & Parke LLP.

24         Power of Attorney authorizing certain persons to sign this
           Registration Statement on behalf of certain directors and officers of
           the Company, set forth on the signature page of this Registration
           Statement.








                                      II-2
<PAGE>

                                   SIGNATURES

           Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Newport Beach, State of California, on the 31st day
of January, 2001.

                                  CONEXANT SYSTEMS, INC.

                                  By /s/ Dennis E. O'Reilly
                                     -------------------------------------------
                                     (Dennis E. O'Reilly, Senior Vice President,
                                            General Counsel and Secretary)






















                                      II-3

<PAGE>


                                POWER OF ATTORNEY

           KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below on this Registration Statement hereby constitutes and appoints
DENNIS E. O'REILLY, JASMINA THEODORE BOULANGER and PETER R. KOLYER, and each of
them singly, his true and lawful attorneys-in-fact and agents, with full power
to them and each of them (including full power of substitution and
resubstitution) (1) to sign for him and in his name and in the capacity or
capacities indicated below any and all amendments (including post-effective
amendments) and supplements to this Registration Statement to be filed by
Conexant Systems, Inc. (the "Company") with the Securities and Exchange
Commission (the "Commission") and (2) any subsequent registration statement to
be filed by the Company pursuant to Section 462(b) under the Securities Act of
1933, and to file the same, with all exhibits thereto and all other documents in
connection therewith, with the Commission, granting unto said attorneys-in-fact
and agents and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as they might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his or her substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.

           Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on the 31st day of January, 2001 by the
following persons in the capacities indicated:

           Signature                               Title
           ---------                               -----

    /s/ Dwight W. Decker      Chairman of the Board and Chief Executive Officer
  ------------------------       (principal executive officer) and Director
      Dwight W. Decker

    /s/ Donald R. Beall                           Director
  ------------------------
      Donald R. Beall

   /s/ Richard M. Bressler                        Director
  ------------------------
     Richard M. Bressler


                                      II-4

<PAGE>

    /s/ F. Craig Farrill                          Director
  ------------------------
      F. Craig Farrill

     /s/ Jerre L. Stead                           Director
  ------------------------
       Jerre L. Stead

   /s/ Balakrishnan S. Iyer    Senior Vice President and Chief Financial Officer
  -------------------------             (principal financial officer)
     Balakrishnan S. Iyer

    /s/ Steven M. Thomson               Vice President and Controller
  -------------------------             (principal accounting officer)
      Steven M. Thomson




                                      II-5
<PAGE>

                                  EXHIBIT INDEX

Exhibit
Number                                                                      Page
------                                                                      ----

4.1          Restated Certificate of Incorporation of the Company, filed
             as Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q
             for the quarter ended June 30, 2000, is incorporated herein by
             reference.

4.2          Amended By-Laws of the Company, filed as Exhibit 4.2 to the
             Company's Registration Statement on Form S-8 (Registration
             No. 333-68755), are incorporated herein by reference.

4.3          Specimen certificate for the Company's Common Stock, par
             value $1 per share, filed as Exhibit 4.3 to the Company's
             Registration Statement on Form 10 (File No. 000-24923), is
             incorporated herein by reference.

4.4.1        Rights Agreement, dated as of November 30, 1998, by and
             between the Company and ChaseMellon Shareholder Services,
             L.L.C., as rights agent, filed as Exhibit 4.4 to the
             Company's Registration Statement on Form S-8 (Registration
             No. 333-68755), is incorporated herein by reference.

4.4.2        First Amendment to Rights Agreement, dated as of December 9,
             1999, filed as Exhibit 4.1 to the Company's Quarterly Report
             on Form 10-Q for the quarter ended December 31, 1999, is
             incorporated herein by reference.

4.5          Conexant Systems, Inc. 2000 Non-Qualified Stock Plan, as
             amended.

5            Opinion of Jasmina Theodore Boulanger, Esq., Associate General
             Counsel and Assistant Secretary of the Company, as to the
             legality of any newly issued shares of Common Stock of the
             Company covered by this Registration Statement.

23.1         Consent of Deloitte & Touche LLP, independent auditors.

23.2         Consent of Jasmina Theodore Boulanger, Esq., contained in her
             opinion filed as Exhibit 5 to this Registration Statement.

23.3         Consent of Chadbourne & Parke LLP.

24           Power of Attorney authorizing certain persons to sign this
             Registration Statement on behalf of certain directors and
             officers of the Company, set forth on the signature page of
             this Registration Statement.
[{"type": "S-8", "sequence": "1", "filename": "s8cnx.txt", "description": "FORM S-8", "secsgml_size_bytes": 16736}]
{"company-data": {"conformed-name": "CONEXANT SYSTEMS INC", "cik": "0001069353", "assigned-sic": "3674", "irs-number": "251799439", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-54672", "film-number": "1520018"}, "business-address": {"street1": "4311 JAMBOREE RD", "city": "NEWPORT BEACH", "state": "CA", "zip": "92660-3095", "phone": "9492214600"}, "mail-address": {"street1": "4311 JAMBOREE RD", "city": "NEWPORT BEACH", "state": "CA", "zip": "92660-3095"}, "former-company": {"former-conformed-name": "ROCKWELL SEMICONDUCTOR SYSTEMS INC", "date-changed": "19980929"}}
As filed with the Securities and Exchange Commission on January 31, 2001

                                           Registration Statement No. 333-

                           --------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                           --------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                           --------------------------

                             Conexant Systems, Inc.
             (Exact name of registrant as specified in its charter)

                           --------------------------

                  DELAWARE                                25-1799439
       (State or other jurisdiction of                 (I.R.S. Employer
       incorporation or organization)                 Identification No.)

             4311 Jamboree Road
          Newport Beach, California                       92660-3095
   (Address of Principal Executive Offices)               (Zip Code)

                           --------------------------

              Conexant Systems, Inc. 2000 Non-Qualified Stock Plan
                            (Full title of the plan)

                           --------------------------

                            DENNIS E. O'REILLY, ESQ.
                     Senior Vice President, General Counsel
                                 and Secretary
                             Conexant Systems, Inc.
                               4311 Jamboree Road
                      Newport Beach, California 92660-3095
                     (Name and address of agent for service)

                           --------------------------

                                 (949) 483-4600
          (Telephone number, including area code, of agent for service)

                           --------------------------

                                    Copy to:
                              PETER R. KOLYER, ESQ.
                             Chadbourne & Parke LLP
                              30 Rockefeller Plaza
                            New York, New York 10112
                                 (212) 408-5100

                           --------------------------

                         Calculation of Registration Fee
===================================================================================================================================
                                          Amount to be    Proposed maximum offering   Proposed maximum aggregate      Amount of
Title of securities to be registered     registered (1)       price per unit (2)          offering price (2)      registration fee
-----------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $1 per share
(including the associated Preferred
Share Purchase Rights)..............     17,500,000 shares        $17.4297                 $305,019,750                 $76,255

-----------------------------------------------------------------------------------------------------------------------------------
(1)  The shares of Common Stock set forth in the Calculation of Registration Fee
     table and which may be offered pursuant to this Registration Statement
     include, pursuant to Rule 416 under the Securities Act of 1933, as amended
     (the "Securities Act"), such additional number of shares of the
     Registrant's Common Stock as may become issuable as a result of any stock
     splits, stock dividends or similar events.

(2)  Estimated solely for purposes of calculating the registration fee pursuant
     to Rule 457(h) under the Securities Act, based upon the average of the high
     and low prices of the Common Stock on January 29, 2001, as reported on
     The Nasdaq Stock Market, Inc. National Market System.

                                ----------------

     Pursuant to Rule 429 of the General Rules and Regulations under the
     Securities Act, the prospectus that is part of this Registration Statement
     will be used in connection with the offer and sale of Common Stock of the
     Registrant previously registered under the Registrant's Registration
     Statements on Form S-8 (Registration Nos. 333-91347 and 333-48224).
EXPLANATORY NOTE

Pursuant to General Instruction E of Form S-8, this Registration Statement
hereby incorporates by reference the contents of (i) the Registration Statement
on Form S-8 (Registration No. 333-91347) filed by the Company on November 19,
1999, relating to the Conexant Systems, Inc. 2000 Non-Qualified Stock Plan (the
"Plan"); and (ii) the Registration Statement on Form S-8 (Registration No.
333-48224) filed by the Company on October 19, 2000, relating to the Plan, as
amended July 20, 2000, except as expressly modified herein.

On November 3, 2000, the Board of Directors of the Company approved an amendment
to the Plan to increase by 7,500,000 shares the number of shares of Common Stock
of the Company available for issuance or delivery under the Plan. On January 12,
2001, the Board of Directors of the Company approved a further amendment to the
Plan to increase by 10,000,000 shares the number of shares of Common Stock of
the Company available for issuance or delivery under the Plan. This Registration
Statement registers such 17,500,000 additional shares of Common Stock.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

           The following documents, which have been filed with the Securities
and Exchange Commission (the "Commission"), are incorporated herein by reference
and made a part hereof:

           (a)     Annual Report on Form 10-K of Conexant Systems, Inc. (the
                   "Company") for the fiscal year ended September 30, 2000
                   (including the portions of the Company's Proxy Statement for
                   its 2001 Annual Meeting of Shareowners that are incorporated
                   therein by reference);

           (b)     The Company's Quarterly Report on Form 10-Q for the quarter
                   ended December 31, 2000; and

           (c)     The description of the Company's Common Stock contained in
                   Item 11 of the Company's Registration Statement on Form 10,
                   as amended (File No. 000-24923), dated December 1, 1998, as
                   amended by Part II, Item 2 of the Company's Quarterly Report
                   on Form 10-Q for the quarter ended December 31, 1999.

           All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated herein by reference
and be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated herein by
reference shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes that statement. Any such statement so
modified or superseded shall not constitute a part of this Registration
Statement, except as so modified or superseded.

Item 5.    Interests of Named Experts and Counsel.

           Jasmina Theodore Boulanger, Esq., who has passed upon the legality of
any newly issued shares of Common Stock of the Company covered by this
Registration Statement, is Associate General Counsel and Assistant Secretary of
the Company.

Item 8.    Exhibits.

4.1        Restated Certificate of Incorporation of the Company, filed as
           Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the
           quarter ended June 30, 2000, is incorporated herein by reference.

                                      II-1
4.2        Amended By-Laws of the Company, filed as Exhibit 4.2 to the Company's
           Registration Statement on Form S-8 (Registration No. 333-68755), are
           incorporated herein by reference.

4.3        Specimen certificate for the Company's Common Stock, par value $1 per
           share, filed as Exhibit 4.3 to the Company's Registration Statement
           on Form 10 (File No. 000-24923), is incorporated herein by reference.

4.4.1      Rights Agreement, dated as of November 30, 1998, by and between the
           Company and ChaseMellon Shareholder Services, L.L.C., as rights
           agent, filed as Exhibit 4.4 to the Company's Registration Statement
           on Form S-8 (Registration No. 333-68755), is incorporated herein by
           reference.

4.4.2      First Amendment to Rights Agreement, dated as of December 9, 1999,
           filed as Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q
           for the quarter ended December 31, 1999, is incorporated herein by
           reference.

4.5        Conexant Systems, Inc. 2000 Non-Qualified Stock Plan, as amended.

5          Opinion of Jasmina Theodore Boulanger, Esq., Associate General
           Counsel and Assistant Secretary of the Company, as to the legality of
           any newly issued shares of Common Stock of the Company covered by
           this Registration Statement.

23.1       Consent of Deloitte & Touche LLP, independent auditors.

23.2       Consent of Jasmina Theodore Boulanger, Esq., contained in her opinion
           filed as Exhibit 5 to this Registration Statement.

23.3       Consent of Chadbourne & Parke LLP.

24         Power of Attorney authorizing certain persons to sign this
           Registration Statement on behalf of certain directors and officers of
           the Company, set forth on the signature page of this Registration
           Statement.

                                      II-2
SIGNATURES

           Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Newport Beach, State of California, on the 31st day
of January, 2001.

                                  CONEXANT SYSTEMS, INC.

                                  By /s/ Dennis E. O'Reilly
                                     -------------------------------------------
                                     (Dennis E. O'Reilly, Senior Vice President,
                                            General Counsel and Secretary)

                                      II-3
POWER OF ATTORNEY

           KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below on this Registration Statement hereby constitutes and appoints
DENNIS E. O'REILLY, JASMINA THEODORE BOULANGER and PETER R. KOLYER, and each of
them singly, his true and lawful attorneys-in-fact and agents, with full power
to them and each of them (including full power of substitution and
resubstitution) (1) to sign for him and in his name and in the capacity or
capacities indicated below any and all amendments (including post-effective
amendments) and supplements to this Registration Statement to be filed by
Conexant Systems, Inc. (the "Company") with the Securities and Exchange
Commission (the "Commission") and (2) any subsequent registration statement to
be filed by the Company pursuant to Section 462(b) under the Securities Act of
1933, and to file the same, with all exhibits thereto and all other documents in
connection therewith, with the Commission, granting unto said attorneys-in-fact
and agents and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as they might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his or her substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.

           Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on the 31st day of January, 2001 by the
following persons in the capacities indicated:

           Signature                               Title
           ---------                               -----

    /s/ Dwight W. Decker      Chairman of the Board and Chief Executive Officer
  ------------------------       (principal executive officer) and Director
      Dwight W. Decker

    /s/ Donald R. Beall                           Director
  ------------------------
      Donald R. Beall

   /s/ Richard M. Bressler                        Director
  ------------------------
     Richard M. Bressler

                                      II-4
/s/ F. Craig Farrill                          Director
  ------------------------
      F. Craig Farrill

     /s/ Jerre L. Stead                           Director
  ------------------------
       Jerre L. Stead

   /s/ Balakrishnan S. Iyer    Senior Vice President and Chief Financial Officer
  -------------------------             (principal financial officer)
     Balakrishnan S. Iyer

    /s/ Steven M. Thomson               Vice President and Controller
  -------------------------             (principal accounting officer)
      Steven M. Thomson

                                      II-5
EXHIBIT INDEX

Exhibit
Number                                                                      Page
------                                                                      ----

4.1          Restated Certificate of Incorporation of the Company, filed
             as Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q
             for the quarter ended June 30, 2000, is incorporated herein by
             reference.

4.2          Amended By-Laws of the Company, filed as Exhibit 4.2 to the
             Company's Registration Statement on Form S-8 (Registration
             No. 333-68755), are incorporated herein by reference.

4.3          Specimen certificate for the Company's Common Stock, par
             value $1 per share, filed as Exhibit 4.3 to the Company's
             Registration Statement on Form 10 (File No. 000-24923), is
             incorporated herein by reference.

4.4.1        Rights Agreement, dated as of November 30, 1998, by and
             between the Company and ChaseMellon Shareholder Services,
             L.L.C., as rights agent, filed as Exhibit 4.4 to the
             Company's Registration Statement on Form S-8 (Registration
             No. 333-68755), is incorporated herein by reference.

4.4.2        First Amendment to Rights Agreement, dated as of December 9,
             1999, filed as Exhibit 4.1 to the Company's Quarterly Report
             on Form 10-Q for the quarter ended December 31, 1999, is
             incorporated herein by reference.

4.5          Conexant Systems, Inc. 2000 Non-Qualified Stock Plan, as
             amended.

5            Opinion of Jasmina Theodore Boulanger, Esq., Associate General
             Counsel and Assistant Secretary of the Company, as to the
             legality of any newly issued shares of Common Stock of the
             Company covered by this Registration Statement.

23.1         Consent of Deloitte & Touche LLP, independent auditors.

23.2         Consent of Jasmina Theodore Boulanger, Esq., contained in her
             opinion filed as Exhibit 5 to this Registration Statement.

23.3         Consent of Chadbourne & Parke LLP.

24           Power of Attorney authorizing certain persons to sign this
             Registration Statement on behalf of certain directors and
             officers of the Company, set forth on the signature page of
             this Registration Statement.