As filed with the Securities and Exchange Commission on October 19, 2000.
                                            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)

                                   -----------

             NOVANET SEMICONDUCTOR LTD. EMPLOYEE SHARES 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>
<S>                                   <C>           <C>                       <C>                        <C>
==================================== ============== ========================= ========================== ================
                                      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).............. 237,884 shares         $28.84375                 $6,861,467               $1,812
------------------------------------ -------------- ------------------------- -------------------------- ----------------
</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 October 18, 2000, as reported on The
     Nasdaq Stock Market, Inc. National Market System.

<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 year ended September 30, 1999
                  (including the portions of the Proxy Statement for the
                  Company's 2000 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, 1999;

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

         (d)      The Company's Quarterly Report on Form 10-Q for the quarter
                  ended June 30, 2000;

         (e)      The Company's Current Report on Form 8-K dated January 4,
                  2000, as amended by the Company's Current Report on Form 8-K/A
                  dated January 11, 2000;

         (f)      The Company's Current Report on Form 8-K dated February 16,
                  2000;

         (g)      The Company's Current Report on Form 8-K dated March 10, 2000;

         (h)      The Company's Current Report on Form 8-K dated April 3, 2000;

         (i)      The Company's Current Report on Form 8-K dated April 12, 2000;

         (j)      The Company's Current Report on Form 8-K dated May 17, 2000;

         (k)      The Company's Current Report on Form 8-K dated May 23, 2000;

         (l)      The Company's Current Report on Form 8-K dated May 30, 2000;

         (m)      The Company's Current Report on Form 8-K dated June 13, 2000;

         (n)      The Company's Current Report on Form 8-K dated June 27, 2000;

         (o)      The Company's Current Report on Form 8-K dated June 29, 2000;

<PAGE>

         (p)      The Company's Current Report on Form 8-K dated July 19, 2000;

         (q)      The Company's Current Report on Form 8-K dated August 8, 2000;

         (r)      The Company's Current Report on Form 8-K dated September 14,
                  2000;

         (s)      The Company's Current Report on Form 8-K dated September 22,
                  2000;

         (t)      The Company's Current Report on Form 8-K dated September 28,
                  2000; and

         (u)      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 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.

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. Our restated certificate
of incorporation provides that our 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

<PAGE>

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. Our
by-laws and the appendix thereto provide for the indemnification of our
directors, officers, employees and agents to the extent permitted by Delaware
law. Our 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       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) (the
          "Savings Plan Form S-8"), is 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       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 Savings Plan Form S-8, is incorporated
          herein by reference.

4.5       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.

4.6       Novanet Semiconductor Ltd. Employee Shares Option Plan, adopted by the
          Novanet Board of Directors on December 22, 1998.

4.7       Amendment to Novanet Semiconductor Ltd. Employee Shares Option Plan,
          adopted by the Novanet Board of Directors on July 19, 2000.

                                      II-3
<PAGE>

4.8       Form of 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 Arthur Andersen LLP, independent public accountants.

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

24        Power of Attorney authorizing certain persons to sign this
          Registration Statement on behalf of certain directors and officers of
          Conexant (included on signature page).

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
     paragraphs 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-4
<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. If 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-5
<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 19th day
of October, 2000.

                                             CONEXANT SYSTEMS, INC.


                                             By /s/ Dwight W. Decker
                                               -------------------------------
                                               (Dwight W. Decker, Chairman and
                                                   Chief Executive Officer)











                                      II-6
<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 19TH DAY OF OCTOBER, 2000 BY THE
FOLLOWING PERSONS IN THE CAPACITIES INDICATED:

          SIGNATURE                               TITLE

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

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

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

/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

<PAGE>
                                  EXHIBIT INDEX

EXHIBIT                                                                    PAGE
NUMBER

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) (the "Savings Plan Form S-8"), 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          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 Savings Plan Form S-8,
             is incorporated herein by reference.

4.5          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.

4.6          Novanet Semiconductor Ltd. Employee Shares Option Plan,
             adopted by the Novanet Board of Directors on December 22, 1998.

4.7          Amendment to Novanet Semiconductor Ltd. Employee Shares
             Option Plan, adopted by the Novanet Board of Directors on
             July 19, 2000.

4.8          Form of 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 Arthur Andersen LLP, independent public accountants.

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

24           Power of Attorney authorizing certain persons to sign this
             Registration Statement on behalf of certain directors and
             officers of Conexant (included on signature page).
[{"type": "S-8", "sequence": "1", "filename": "cs81000.txt", "description": "FORM S-8", "secsgml_size_bytes": 21861}]
{"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": "333-48262", "film-number": "742875"}, "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 October 19, 2000.
                                            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)

                                   -----------

             NOVANET SEMICONDUCTOR LTD. EMPLOYEE SHARES 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 (1)     price per unit (2)        offering price (2)     registration fee
------------------------------------ -------------- ------------------------- -------------------------- ----------------
Common Stock, par value $1 per share
(including the associated Preferred
Share Purchase Rights).............. 237,884 shares         $28.84375                 $6,861,467               $1,812
------------------------------------ -------------- ------------------------- -------------------------- ----------------
(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 October 18, 2000, as reported on The
     Nasdaq Stock Market, Inc. National Market System.
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 year ended September 30, 1999
                  (including the portions of the Proxy Statement for the
                  Company's 2000 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, 1999;

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

         (d)      The Company's Quarterly Report on Form 10-Q for the quarter
                  ended June 30, 2000;

         (e)      The Company's Current Report on Form 8-K dated January 4,
                  2000, as amended by the Company's Current Report on Form 8-K/A
                  dated January 11, 2000;

         (f)      The Company's Current Report on Form 8-K dated February 16,
                  2000;

         (g)      The Company's Current Report on Form 8-K dated March 10, 2000;

         (h)      The Company's Current Report on Form 8-K dated April 3, 2000;

         (i)      The Company's Current Report on Form 8-K dated April 12, 2000;

         (j)      The Company's Current Report on Form 8-K dated May 17, 2000;

         (k)      The Company's Current Report on Form 8-K dated May 23, 2000;

         (l)      The Company's Current Report on Form 8-K dated May 30, 2000;

         (m)      The Company's Current Report on Form 8-K dated June 13, 2000;

         (n)      The Company's Current Report on Form 8-K dated June 27, 2000;

         (o)      The Company's Current Report on Form 8-K dated June 29, 2000;
(p)      The Company's Current Report on Form 8-K dated July 19, 2000;

         (q)      The Company's Current Report on Form 8-K dated August 8, 2000;

         (r)      The Company's Current Report on Form 8-K dated September 14,
                  2000;

         (s)      The Company's Current Report on Form 8-K dated September 22,
                  2000;

         (t)      The Company's Current Report on Form 8-K dated September 28,
                  2000; and

         (u)      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 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.

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. Our restated certificate
of incorporation provides that our 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. Our
by-laws and the appendix thereto provide for the indemnification of our
directors, officers, employees and agents to the extent permitted by Delaware
law. Our 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       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) (the
          "Savings Plan Form S-8"), is 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       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 Savings Plan Form S-8, is incorporated
          herein by reference.

4.5       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.

4.6       Novanet Semiconductor Ltd. Employee Shares Option Plan, adopted by the
          Novanet Board of Directors on December 22, 1998.

4.7       Amendment to Novanet Semiconductor Ltd. Employee Shares Option Plan,
          adopted by the Novanet Board of Directors on July 19, 2000.

                                      II-3
4.8       Form of 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 Arthur Andersen LLP, independent public accountants.

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

24        Power of Attorney authorizing certain persons to sign this
          Registration Statement on behalf of certain directors and officers of
          Conexant (included on signature page).

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
     paragraphs 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-4
(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. If 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-5
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 19th day
of October, 2000.

                                             CONEXANT SYSTEMS, INC.

                                             By /s/ Dwight W. Decker
                                               -------------------------------
                                               (Dwight W. Decker, Chairman and
                                                   Chief Executive Officer)

                                      II-6
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 19TH DAY OF OCTOBER, 2000 BY THE
FOLLOWING PERSONS IN THE CAPACITIES INDICATED:

          SIGNATURE                               TITLE

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

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

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

/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
EXHIBIT INDEX

EXHIBIT                                                                    PAGE
NUMBER

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) (the "Savings Plan Form S-8"), 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          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 Savings Plan Form S-8,
             is incorporated herein by reference.

4.5          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.

4.6          Novanet Semiconductor Ltd. Employee Shares Option Plan,
             adopted by the Novanet Board of Directors on December 22, 1998.

4.7          Amendment to Novanet Semiconductor Ltd. Employee Shares
             Option Plan, adopted by the Novanet Board of Directors on
             July 19, 2000.

4.8          Form of 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 Arthur Andersen LLP, independent public accountants.

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

24           Power of Attorney authorizing certain persons to sign this
             Registration Statement on behalf of certain directors and
             officers of Conexant (included on signature page).