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. 1999 Long-Term Incentives Plan
                            (Full title of the plan)

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

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

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

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

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

                         Calculation of Registration Fee
<TABLE>
<CAPTION>
===================================================================================================================================
                                         Amount to be      Proposed maximum offering   Proposed maximum aggregate      Amount of
Title of securities to be registered     registered (1)        price per unit (2)         offering price (2)       registration fee
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                 <C>                        <C>                         <C>
Common Stock, par value $1 per share
(including the associated Preferred
Share Purchase Rights)..............     7,500,000 shares        $ 33.4375                  $ 250,781,250              $ 66,207
------------------------------------------------------------------------------------------------------------------------------------
</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 May 24, 2000, 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 (the
"Plan") and the Conexant Systems, Inc. Directors Stock Plan, except as expressly
modified herein.

On February 10, 2000, the shareowners of the Company approved an amendment to
the Plan previously adopted by the Board of Directors, subject to shareowner
approval, to increase by 7,500,000 shares the number of shares of Common Stock
of the Company available for issuance under the Plan. This Registration
Statement registers such 7,500,000 additional shares of Common Stock.


<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

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

         (a)  Annual Report on Form 10-K of Conexant Systems, Inc. (the
              "Company") for the 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, 1999;

         (d)  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;

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

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

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

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

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

         (j)  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




                                      II-1
<PAGE>


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 8.  Exhibits.

4.1        Restated Certificate of Incorporation of the Company, filed as
           Exhibit 4.1 to the Company's Registration Statement on Form S-8
           (Registration No. 333-68755) (the "Savings Plan Form S-8"), is
           incorporated herein by reference.

4.2        Amendment to Restated Certificate of Incorporation of the Company,
           filed as Exhibit 4.a.2 to the Company's Registration Statement on
           Form S-3 (Registration No. 333-30596), is incorporated herein by
           reference.

4.3        Amended By-Laws of the Company, filed as Exhibit 4.2 to the Savings
           Plan Form S-8, is incorporated herein by reference.

4.4        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.

4.5        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.

4.6        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.

4.7        Conexant Systems, Inc. 1999 Long-Term Incentives Plan, as amended.

5          Opinion of Jasmina A. Theodore, 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.




                                      II-2
<PAGE>


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

23.4       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-3
<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 26th day
of May, 2000.

                                        CONEXANT SYSTEMS, INC.

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


         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on the 26th day of May, 2000 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


     F. CRAIG FARRILL*                             Director


     JERRE L. STEAD*                               Director


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

     STEVEN M. THOMSON*                    Vice President 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-4
<PAGE>


                                  EXHIBIT INDEX

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

4.1      Restated Certificate of Incorporation of the Company, filed
         as Exhibit 4.1 to the Company's Registration Statement on
         Form S-8 (Registration No. 333-68755) (the "Savings Plan Form
         S-8"), is incorporated herein by reference.

4.2      Amendment to Restated Certificate of Incorporation of the
         Company, filed as Exhibit 4.a.2 to the Company's Registration
         Statement on Form S-3 (Registration No. 333-30596), is
         incorporated herein by reference.

4.3      Amended By-Laws of the Company, filed as Exhibit 4.2 to the
         Savings Plan Form S-8, is incorporated herein by reference.

4.4      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.

4.5      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.

4.6      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.

4.7      Conexant Systems, Inc. 1999 Long-Term Incentives Plan, as
         amended.

5        Opinion of Jasmina A. Theodore, 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 A. Theodore, Esq., contained in her
         opinion filed as Exhibit 5 to this Registration Statement.

23.4     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.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 15430}]
{"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": "333-37918", "film-number": "644365"}, "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"}}
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. 1999 Long-Term Incentives 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)..............     7,500,000 shares        $ 33.4375                  $ 250,781,250              $ 66,207
------------------------------------------------------------------------------------------------------------------------------------
(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 May 24, 2000, 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 (the
"Plan") and the Conexant Systems, Inc. Directors Stock Plan, except as expressly
modified herein.

On February 10, 2000, the shareowners of the Company approved an amendment to
the Plan previously adopted by the Board of Directors, subject to shareowner
approval, to increase by 7,500,000 shares the number of shares of Common Stock
of the Company available for issuance under the Plan. This Registration
Statement registers such 7,500,000 additional shares of Common Stock.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

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

         (a)  Annual Report on Form 10-K of Conexant Systems, Inc. (the
              "Company") for the 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, 1999;

         (d)  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;

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

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

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

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

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

         (j)  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

                                      II-1
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 8.  Exhibits.

4.1        Restated Certificate of Incorporation of the Company, filed as
           Exhibit 4.1 to the Company's Registration Statement on Form S-8
           (Registration No. 333-68755) (the "Savings Plan Form S-8"), is
           incorporated herein by reference.

4.2        Amendment to Restated Certificate of Incorporation of the Company,
           filed as Exhibit 4.a.2 to the Company's Registration Statement on
           Form S-3 (Registration No. 333-30596), is incorporated herein by
           reference.

4.3        Amended By-Laws of the Company, filed as Exhibit 4.2 to the Savings
           Plan Form S-8, is incorporated herein by reference.

4.4        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.

4.5        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.

4.6        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.

4.7        Conexant Systems, Inc. 1999 Long-Term Incentives Plan, as amended.

5          Opinion of Jasmina A. Theodore, 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.

                                      II-2
23.3       Consent of Jasmina A. Theodore, Esq., contained in her opinion filed
           as Exhibit 5 to this Registration Statement.

23.4       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-3
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 26th day
of May, 2000.

                                        CONEXANT SYSTEMS, INC.

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

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on the 26th day of May, 2000 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

     F. CRAIG FARRILL*                             Director

     JERRE L. STEAD*                               Director

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

     STEVEN M. THOMSON*                    Vice President 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-4
EXHIBIT INDEX

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

4.1      Restated Certificate of Incorporation of the Company, filed
         as Exhibit 4.1 to the Company's Registration Statement on
         Form S-8 (Registration No. 333-68755) (the "Savings Plan Form
         S-8"), is incorporated herein by reference.

4.2      Amendment to Restated Certificate of Incorporation of the
         Company, filed as Exhibit 4.a.2 to the Company's Registration
         Statement on Form S-3 (Registration No. 333-30596), is
         incorporated herein by reference.

4.3      Amended By-Laws of the Company, filed as Exhibit 4.2 to the
         Savings Plan Form S-8, is incorporated herein by reference.

4.4      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.

4.5      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.

4.6      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.

4.7      Conexant Systems, Inc. 1999 Long-Term Incentives Plan, as
         amended.

5        Opinion of Jasmina A. Theodore, 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 A. Theodore, Esq., contained in her
         opinion filed as Exhibit 5 to this Registration Statement.

23.4     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.