Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
DECKER DWIGHT W
   2. Issuer Name and Ticker or Trading Symbol
CONEXANT SYSTEMS INC [CNXT] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman of the Board and CEO
(Last)
(First)
(Middle)
4000 MACARTHUR BLVD.		 3. Date of Earliest Transaction (Month/Day/Year)
01/31/2005
(Street)

NEWPORT BEACH, CA 92660		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 01/31/2005   A V 2,000 (1) A $ 1.35 152,598 D  
Common Stock               160,802 D  
Common Stock               51,318 I CNXT Savings Plan (3)
Common Stock               5,745 I ROK Savings Plan (4)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock Share Equivalents - CNXT (5) $ 0               (5)   (5) Common Stock 1,769   1,769 D  
Common Stock Share Equivalents - ROK (6) $ 0               (6)   (6) Common Stock 2,326   2,326 D  
Stock Option (Right to Buy $ 5.22               (7) 07/11/2013 Common Stock 30,601   30,601 D  
Stock Option (Right to Buy) $ 2.11               (7) 12/06/2005 Common Stock 113,594   113,594 D  
Stock Option (Right to Buy) $ 2.44               (7) 03/22/2006 Common Stock 569,032   569,032 D  
Stock Option (Right to Buy) $ 2.67               (7) 12/09/2006 Common Stock 156,282   156,282 D  
Stock Option (Right to Buy) $ 2.49               (7) 07/02/2007 Common Stock 333,936   333,936 D  
Stock Option (Right to Buy) $ 2.38               (7) 12/03/2007 Common Stock 163,912   163,912 D  
Stock Option (Right to Buy) $ 2.77               (7) 01/04/2009 Common Stock 776,403   776,403 D  
Stock Option (Right to Buy) $ 6.44               (7) 10/27/2010 Common Stock 98,343   98,343 D  
Stock Option (Right to Buy) $ 1.42               (7) 11/04/2010 Common Stock 306,515   306,515 D  
Stock Option (Right to Buy) $ 2.63               (7) 03/29/2011 Common Stock 491,736   491,736 D  
Stock Option (Right to Buy) $ 5.22               (7) 07/11/2011 Common Stock 219,399   219,399 D  
Stock Option (Right to Buy) $ 7.42             02/27/2005 03/05/2012 Common Stock 125,000   125,000 D  
Stock Option (Right to Buy) $ 3.45               (7) 04/03/2012 Common Stock 1,229,460   1,229,460 D  
Stock Option (Right to Buy) $ 1.42               (7) 11/03/2012 Common Stock 185,227   185,227 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
DECKER DWIGHT W
4000 MACARTHUR BLVD.
NEWPORT BEACH, CA 92660		   X     Chairman of the Board and CEO  

Signatures

 By: Jasmina Theodore Boulanger, Attorney-in-fact   01/31/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Shares acquired pursuant to the Conexant Systems, Inc. 2001 Employee Stock Purchase Plan.
(3) Shares represented by Company stock fund units under the Conexant Systems, Inc. Savings Plan which were acquired on a periodic basis pursuant to the Plan, based on the latest information furnished by the Plan Administrator. The shares represented by Company stock fund units under the Plan are held in the employee benefit plan trust established thereunder.
(4) Shares represented by Company stock fund units under the Rockwell International Corporation Savings Plan which were acquired on a periodic basis pursuant to the Plan, based on the latest information furnished by the Plan Administrator. The shares represented by Company stock fund units under the Plan are held in the employee benefit plan trust established thereunder.
(5) Share equivalents credited under one or more Conexant Systems, Inc. supplemental savings plans, the value (based on market value at or near the time of payment) of which is payable in cash upon retirement or after termination of employment. This information is based on the latest information furnished by the Plan Administrator.
(6) Share equivalents credited under one or more Rockwell International Corporation supplemental savings plans, the value (based on market value at or near the time of payment) of which is payable in cash upon retirement or after termination of employment. This information is based on the latest information furnished by the Plan Administrator.
(7) Exercise date and vesting details previously disclosed.

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