As filed with the Securities and Exchange Commission on January 30, 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)

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

           Applied Telecom, Inc. 2000 Non-Qualified Stock Option 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           price per unit              offering price         registration fee
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>              <C>                         <C>                          <C>
Common Stock, par value $1 per share
(including the associated Preferred
Share Purchase Rights)..............      37,465 shares              $4.47                     $167,469                  $42

-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

(a)      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 year ended September 30, 2000 (including
                  the portions of the Proxy Statement for the Company's 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, as amended
(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 4.  Description of Securities.

         This Item is not applicable.

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.

                                      II-1
<PAGE>

Item 6.  Indemnification of Directors and Officers.

         The Delaware General Corporation Law permits Delaware corporations to
eliminate or limit the monetary liability of directors for breach of their
fiduciary duty of care, subject to certain limitations. The Company's Restated
Certificate of Incorporation provides that Company directors are not liable to
the Company or its shareowners for monetary damages for breach of fiduciary duty
as a director, except for liability (1) for any breach of the director's duty of
loyalty to the Company or its shareowners, (2) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law, (3)
for willful or negligent violation of the laws governing the payment of
dividends or the purchase or redemption of stock or (4) for any transaction from
which a director derived an improper personal benefit.

         The Delaware General Corporation Law provides for indemnification of
directors, officers, employees and agents subject to certain limitations. The
Company's by-laws and the appendix thereto provide for the indemnification of
directors, officers, employees and agents of the Company to the extent permitted
by Delaware law. The Company's directors and officers are insured against
certain liabilities for actions taken in such capacities, including liabilities
under the Securities Act.

Item 7.  Exemption from Registration Claimed.

         This Item is not applicable.

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.

4.2      By-Laws of the Company, filed as Exhibit 4.2 to the Company's
         Registration Statement on Form S-8 (Registration No. 333-68755) (the
         "Salaried Savings Plan Form S-8"), 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 Salaried Savings Plan Form S-8, 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.

4.5.1    Applied Telecom, Inc. 2000 Non-Qualified Stock Option Plan, as amended.

                                      II-2
<PAGE>

4.5.2    Form of Applied Telecom, Inc. 2000 Non-Qualified Stock Option
         Agreement.

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., Associate General Counsel
         and Assistant Secretary of the Company, 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.

Item 9.  Undertakings.

A.       The Company hereby undertakes:

                  (1) To file, during any period in which offers or sales are
         being made, a post-effective amendment to this Registration Statement:

                  (i) To include any prospectus required by Section 10(a)(3) of
         the Securities Act;

                  (ii) To reflect in the prospectus any facts or events arising
         after the effective date of this Registration Statement (or the most
         recent post-effective amendment thereof) which, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in this Registration Statement;

                  (iii) To include any material information with respect to the
         plan of distribution not previously disclosed in this Registration
         Statement or any material change to such information in this
         Registration Statement;

         provided, however, that clauses (i) and (ii) do not apply if the
         information required to be included in a post-effective amendment by
         those clauses is contained in periodic reports filed with or furnished
         to the Commission by the Company pursuant to Section 13 or 15(d) of the
         Exchange Act that are incorporated by reference in this Registration
         Statement.

                  (2) That, for the purpose of determining any liability under
         the Securities Act, each such post-effective amendment shall be deemed
         to be a new registration statement relating to the securities offered
         therein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof.

                                      II-3
<PAGE>

                  (3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

                  (4) That, for purposes of determining any liability under the
         Securities Act, each filing of the Company's annual report pursuant to
         Section 13(a) or 15(d) of the Exchange Act that is incorporated by
         reference in this Registration Statement shall be deemed to be a new
         registration statement relating to the securities offered therein, and
         the offering of such securities at that time shall be deemed to be the
         initial bona fide offering thereof.

B.       Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.














                                      II-4
<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 30th 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-5
<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 30th 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-6

<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-7
<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          By-Laws of the Company, filed as Exhibit 4.2 to the Company's
             Registration Statement on Form S-8 (Registration No.
             333-68755), (the "Salaried Savings Plan Form S-8") 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
             Salaried Savings Plan Form S-8, 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.

4.5.1        Applied Telecom, Inc. 2000 Non-Qualified Stock Option Plan,
             as amended.

4.5.2        Form of Applied Telecom, Inc. 2000 Non-Qualified Stock
             Option Agreement.

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., Associate
             General Counsel and Assistant Secretary of the Company,
             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": "s8ati.txt", "description": "FORM S-8", "secsgml_size_bytes": 19881}]
{"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": "333-54646", "film-number": "1519551"}, "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 30, 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)

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

           Applied Telecom, Inc. 2000 Non-Qualified Stock Option 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           price per unit              offering price         registration fee
-----------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $1 per share
(including the associated Preferred
Share Purchase Rights)..............      37,465 shares              $4.47                     $167,469                  $42

-----------------------------------------------------------------------------------------------------------------------------------
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

(a)      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 year ended September 30, 2000 (including
                  the portions of the Proxy Statement for the Company's 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, as amended
(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 4.  Description of Securities.

         This Item is not applicable.

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.

                                      II-1
Item 6.  Indemnification of Directors and Officers.

         The Delaware General Corporation Law permits Delaware corporations to
eliminate or limit the monetary liability of directors for breach of their
fiduciary duty of care, subject to certain limitations. The Company's Restated
Certificate of Incorporation provides that Company directors are not liable to
the Company or its shareowners for monetary damages for breach of fiduciary duty
as a director, except for liability (1) for any breach of the director's duty of
loyalty to the Company or its shareowners, (2) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law, (3)
for willful or negligent violation of the laws governing the payment of
dividends or the purchase or redemption of stock or (4) for any transaction from
which a director derived an improper personal benefit.

         The Delaware General Corporation Law provides for indemnification of
directors, officers, employees and agents subject to certain limitations. The
Company's by-laws and the appendix thereto provide for the indemnification of
directors, officers, employees and agents of the Company to the extent permitted
by Delaware law. The Company's directors and officers are insured against
certain liabilities for actions taken in such capacities, including liabilities
under the Securities Act.

Item 7.  Exemption from Registration Claimed.

         This Item is not applicable.

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.

4.2      By-Laws of the Company, filed as Exhibit 4.2 to the Company's
         Registration Statement on Form S-8 (Registration No. 333-68755) (the
         "Salaried Savings Plan Form S-8"), 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 Salaried Savings Plan Form S-8, 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.

4.5.1    Applied Telecom, Inc. 2000 Non-Qualified Stock Option Plan, as amended.

                                      II-2
4.5.2    Form of Applied Telecom, Inc. 2000 Non-Qualified Stock Option
         Agreement.

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., Associate General Counsel
         and Assistant Secretary of the Company, 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.

Item 9.  Undertakings.

A.       The Company hereby undertakes:

                  (1) To file, during any period in which offers or sales are
         being made, a post-effective amendment to this Registration Statement:

                  (i) To include any prospectus required by Section 10(a)(3) of
         the Securities Act;

                  (ii) To reflect in the prospectus any facts or events arising
         after the effective date of this Registration Statement (or the most
         recent post-effective amendment thereof) which, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in this Registration Statement;

                  (iii) To include any material information with respect to the
         plan of distribution not previously disclosed in this Registration
         Statement or any material change to such information in this
         Registration Statement;

         provided, however, that clauses (i) and (ii) do not apply if the
         information required to be included in a post-effective amendment by
         those clauses is contained in periodic reports filed with or furnished
         to the Commission by the Company pursuant to Section 13 or 15(d) of the
         Exchange Act that are incorporated by reference in this Registration
         Statement.

                  (2) That, for the purpose of determining any liability under
         the Securities Act, each such post-effective amendment shall be deemed
         to be a new registration statement relating to the securities offered
         therein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof.

                                      II-3
(3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

                  (4) That, for purposes of determining any liability under the
         Securities Act, each filing of the Company's annual report pursuant to
         Section 13(a) or 15(d) of the Exchange Act that is incorporated by
         reference in this Registration Statement shall be deemed to be a new
         registration statement relating to the securities offered therein, and
         the offering of such securities at that time shall be deemed to be the
         initial bona fide offering thereof.

B.       Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

                                      II-4
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 30th 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-5
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 30th 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-6
/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-7
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          By-Laws of the Company, filed as Exhibit 4.2 to the Company's
             Registration Statement on Form S-8 (Registration No.
             333-68755), (the "Salaried Savings Plan Form S-8") 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
             Salaried Savings Plan Form S-8, 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.

4.5.1        Applied Telecom, Inc. 2000 Non-Qualified Stock Option Plan,
             as amended.

4.5.2        Form of Applied Telecom, Inc. 2000 Non-Qualified Stock
             Option Agreement.

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., Associate
             General Counsel and Assistant Secretary of the Company,
             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.