As filed with the Securities and Exchange Commission on April 24, 2002.

                                          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. Directors 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

  ---------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                      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
------------------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>                      <C>                      <C>                      <C>
Common Stock, par value $1 per share
(including the associated Preferred
Share Purchase Rights)..............     350,000 shares              $11.37                    $3,979,500              $366.11

----------------------------------------------------------------------------------------------------------------------------------
</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 April 23, 2002, 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
     Statement on Form S-8 (Registration No. 333-69385).

<PAGE>


                                EXPLANATORY NOTE

Pursuant to General Instruction E of Form S-8, this Registration Statement
hereby incorporates by reference the contents of the Registration Statement on
Form S-8 (Registration No. 333-69385) filed by the Company on December 22, 1998,
relating to the Conexant Systems, Inc. 1999 Long-Term Incentives Plan and the
Conexant Systems, Inc. Directors Stock Plan (the "Plan"), except as expressly
modified herein.

On February 27, 2002, the shareowners of Conexant Systems, Inc. approved certain
amendments to the Plan previously adopted by the Board of Directors, subject to
shareowner approval, which, among other things, increase by 350,000 shares the
number of shares of Common Stock of Conexant Systems, Inc. available for
delivery under the Plan. This Registration Statement registers such 350,000
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, 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 year ended September 30, 2001 (including
                   the portions of the Proxy Statement for the Company's 2002
                   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, 2001;

         (c)       The Company's Current Reports on Form 8-K filed December 19,
                   2001, March 1, 2002 and March 15, 2002; and

         (d)       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 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 to 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 8.  Exhibits.

4.1        Restated Certificate of Incorporation, as amended, 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 3-a-3 to the
           Company's Annual Report on Form 10-K for the fiscal year ended
           September 30, 2001, is 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. Directors 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.














                                      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 24th day
of April, 2002.

                                           CONEXANT SYSTEMS, INC.


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

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on the 24th day of April, 2002 by the
following persons in the capacities indicated:
<TABLE>
<CAPTION>
                      Signature                                                     Title
                      ---------                                                     -----
<S>                                               <C>
                  DWIGHT W. DECKER*                      Chairman of the Board and Chief Executive Officer (principal
                                                                       executive officer) and Director

                  DONALD R. BEALL*                                                 Director

                RICHARD M. BRESSLER*                                               Director

                 RALPH J. CICERONE*                                                Director

                HOSSEIN ESLAMBOLCHI*                                               Director

                  F. CRAIG FARRILL*                                                Director

                BALAKRISHNAN S. IYER*                    Senior Vice President and Chief Financial Officer (principal
                                                                       financial officer) and Director

                   JERRE L. STEAD*                                                 Director

                  J. SCOTT BLOUIN*                             Senior Vice President, Chief Accounting Officer
                                                                and Controller (principal accounting officer)

      *By /s/ Dennis E. O'Reilly
         ---------------------------------
         (Dennis E. O'Reilly, Attorney-in-fact)**
</TABLE>


** By authority of the power of attorney filed as Exhibit 24 to this
Registration Statement.



                                      II-3
<PAGE>




                                  EXHIBIT INDEX
<TABLE>
<CAPTION>

Exhibit                                                                                   Page
Number                                                                                    ----
-------
<S>                                                                                  <C>
4.5           Conexant Systems, Inc. Directors 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.
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "cnxts80402.txt", "description": "FORM S-8", "secsgml_size_bytes": 14151}]
{"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": "333-86838", "film-number": "02619435"}, "business-address": {"street1": "4311 JAMBOREE RD", "city": "NEWPORT BEACH", "state": "CA", "zip": "92660-3095", "phone": "9494834600"}, "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 April 24, 2002.

                                          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. Directors 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)..............     350,000 shares              $11.37                    $3,979,500              $366.11

----------------------------------------------------------------------------------------------------------------------------------
(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 April 23, 2002, 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
     Statement on Form S-8 (Registration No. 333-69385).
EXPLANATORY NOTE

Pursuant to General Instruction E of Form S-8, this Registration Statement
hereby incorporates by reference the contents of the Registration Statement on
Form S-8 (Registration No. 333-69385) filed by the Company on December 22, 1998,
relating to the Conexant Systems, Inc. 1999 Long-Term Incentives Plan and the
Conexant Systems, Inc. Directors Stock Plan (the "Plan"), except as expressly
modified herein.

On February 27, 2002, the shareowners of Conexant Systems, Inc. approved certain
amendments to the Plan previously adopted by the Board of Directors, subject to
shareowner approval, which, among other things, increase by 350,000 shares the
number of shares of Common Stock of Conexant Systems, Inc. available for
delivery under the Plan. This Registration Statement registers such 350,000
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, 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 year ended September 30, 2001 (including
                   the portions of the Proxy Statement for the Company's 2002
                   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, 2001;

         (c)       The Company's Current Reports on Form 8-K filed December 19,
                   2001, March 1, 2002 and March 15, 2002; and

         (d)       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 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 to 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 8.  Exhibits.

4.1        Restated Certificate of Incorporation, as amended, 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 3-a-3 to the
           Company's Annual Report on Form 10-K for the fiscal year ended
           September 30, 2001, is 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. Directors 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.

                                      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 24th day
of April, 2002.

                                           CONEXANT SYSTEMS, INC.

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

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on the 24th day of April, 2002 by the
following persons in the capacities indicated:
Signature                                                     Title
                      ---------                                                     -----
DWIGHT W. DECKER*                      Chairman of the Board and Chief Executive Officer (principal
                                                                       executive officer) and Director

                  DONALD R. BEALL*                                                 Director

                RICHARD M. BRESSLER*                                               Director

                 RALPH J. CICERONE*                                                Director

                HOSSEIN ESLAMBOLCHI*                                               Director

                  F. CRAIG FARRILL*                                                Director

                BALAKRISHNAN S. IYER*                    Senior Vice President and Chief Financial Officer (principal
                                                                       financial officer) and Director

                   JERRE L. STEAD*                                                 Director

                  J. SCOTT BLOUIN*                             Senior Vice President, Chief Accounting Officer
                                                                and Controller (principal accounting officer)

      *By /s/ Dennis E. O'Reilly
         ---------------------------------
         (Dennis E. O'Reilly, Attorney-in-fact)**
** By authority of the power of attorney filed as Exhibit 24 to this
Registration Statement.

                                      II-3
EXHIBIT INDEX
Exhibit                                                                                   Page
Number                                                                                    ----
-------
4.5           Conexant Systems, Inc. Directors 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.