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     Letter

Conexant Systems, Inc.

4000 MacArthur Boulevard, West Tower
Newport Beach, California 92660

June 9, 2005

Securities and Exchange
Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:
Conexant Systems, Inc.

Form 10-K for the fiscal year ended September 30, 2004
Form 10-Q for the quarter ended December 31, 2004

Form 8-K dated April 20, 2005
File No. 000-24923

Ladies and Gentlemen:

        This
letter is in response to the comments of the staff (the “Staff”) of the
Securities and Exchange Commission (the “SEC”) made in the letter dated May 2,
2005 (the “Comment Letter”) from Lynn Dicker, Review Accountant, Division of
Corporation Finance of the SEC, to J. Scott Blouin, Senior Vice President and Chief
Financial Officer of Conexant Systems, Inc. (the “Company”). Set forth below are
the Staff’s comments contained in the Comment Letter (in bold face type) followed by
the Company’s responses.

        In
several of the Company’s responses set forth below, the Company is agreeing to make
requested revisions to its disclosures in future filings with the SEC. Such agreement and
any such revisions to disclosures made in future filings should not be taken as an
admission that prior disclosures were in any way deficient. Please also note that the
Comment Letter was not received in time for the Company’s proposed responses to the
Staff’s comments to be reflected in the Company’s Quarterly Report on Form 10-Q
for the quarter ended March 31, 2005, which was filed with the SEC on May 9,
2005.

Form 10-K for the fiscal year ended September 30, 2004

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations – Page 28

Results of Operations – Page 31

Net Revenues – Page 31

1.
When
you cite more than one factor in explaining the change in a financial
               statement line item, the amounts of the individual factors cited,
               including

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offsetting factors,
should be separately quantified. For
example,                revise future filings to quantify the impact of increased
unit shipment                of DSL and Wireless products and the erosion of average
selling prices on your net revenues. In addition, each significant factor that
contributed to                the significant variances in gross margin and expense
amounts should                also be quantified and discussed. Please apply throughout MD&A
to the extent                practicable in future filings.

        The
Company notes the Staff’s comments and will revise MD&A in its future filings to
make the requested disclosure to the extent practicable.

Quarterly Results of Operations – Page 37

2.
We
see that you have incurred $160.8 million relating to in-process research
               and development. Revise future filings to expand MD&A, until
all                acquired projects have been completed or discontinued, to include a
discussion                of each significant project. Please discuss the status
of each project                that you acquired, including how actual results have
compared to the assumptions underlying your appraisal. Material variations from
your                underlying projections and assumptions should be disclosed and
their                reasons and potential impact explained, here and on an ongoing basis
in future                annual and interim filings.

        The
Company notes the Staff’s comments and will revise MD&A in its future annual and
interim filings to make the requested disclosure, as appropriate, with respect to
in-process research and development.

Liquidity and Capital Resources – Page 37

3.
Your
Liquidity and Capital Resources discussion appears to be a recitation of
               your cash flow statement in narrative form. For example, your
discussion                of cash flows from operating activities is primarily a list
derived from the                indirect method cash flow statement. The
discussion of operating cash                flows should provide an analysis of the
sources and uses of operating resources, including a discussion of the underlying
drivers of your operating                cash flows. Please revise future filing to discuss
those items which                management specifically believes may be indicators of
the company’s                liquidity condition in both short and long
terms. Refer to Item 303 of                Regulation S-K and FR-72.

        The
Company notes the Staff’s comments and will revise the Liquidity and Capital
Resources discussion in its future filings to make the requested disclosure, as
appropriate.

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4.
As
a related matter, if you cite changes in components of working capital,
               including accounts receivable, inventories, accounts payable and
accrued                expenses, in explaining changes in operating cash flows, you
should also                describe the underlying reasons for the individual
changes so that                investors can ascertain the likelihood that past
performance is indicative of future performance and how this impacted your use of
cash.                Please revise in future filings.

        The
Company notes the Staff’s comments and will revise the Liquidity and Capital
Resources discussion in its future filings to make the requested disclosure, as
appropriate.

5.
Revise
future filings to include in the MD&A and footnotes the impact                that
recently issued accounting standards will have on your financial
               statements in accordance with SAB Topic 11M.

        The
Company believes that at the time its Form 10-K for the fiscal year ended September 30,
2004 (the “2004 Form 10-K”) was filed there were no recently issued accounting
standards that would have had an impact on the Company’s consolidated financial
statements. The Company notes that Note 1 to the Consolidated Condensed Financial
Statements in its Form 10-Q for the quarter ended December 31, 2004 (the “December
2004 Form 10-Q”) includes the recent accounting pronouncement in SFAS No. 123 (R) in
accordance with SAB Topic 11M. The Company will revise its future filings to include the
requested disclosure, as appropriate, in the footnotes and MD&A.

Financial Statements

Consolidated Statements of Operations – Page 45

6.
In
future filings please break-out the material components of “Other
               expenses, net” on the face of the Consolidated Statement of
               Operations or in a footnote. Please note that interest income and interest
               expense should be stated as separate line items on the face of the
               Consolidated Statement of Operations. Additionally, items representing
more than                one percent of total interest income should be stated as
separate line                items. Refer to Rules 5-03 and 9-04 of Regulation S-X.

        The
Company notes that Note 7 of the Notes to Consolidated Financial Statements in the 2004
Form 10-K discloses under the sub-caption “Other Expense, Net”, the material
components of “Other expenses, net”. The Company notes the Staff’s
comments with respect to the presentation of interest income and

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interest expense as
separate line items in accordance with Rule 5-03. The Company will revise its future
filings to present interest expense as a separate line item in the consolidated statement
of operations, and will continue to present all other components of other income or
expense, net, including interest income, as one line item in the consolidated statement of operations, with the
material components disclosed in a footnote to the financial statements in accordance with Rule 5-03. The Company
notes that Rule 9-04 applies to bank holding companies pursuant to Rule 9-01 and,
therefore, is not applicable to the Company.

Note 1: Basis of
Presentation and Significant Accounting Policies

Revenue Recognition – Page 49

7.
In
future filings please consider disclosing how you account for and classify
               costs incurred for shipping and handling in accordance with EITF
00-10.

        The
Company notes the Staff’s comment and will revise its future filings to include the
requested disclosure of the Company’s accounting policy with respect to shipping and
handling costs, which is in accordance with EITF 00-10.

Note 7: Supplemental
Financial Statement data – Page 64

Inventories

          8.

          We note that you wrote-down inventories of $23.3 million and $25.2 million in
          fiscal 2004 and 2003, respectively. In future filings please disclose
          quantitatively in MD&A and footnotes if any of the inventory was later sold
          and the events and circumstances resulting in the sale. If sold,
          disclose the impact of the sales upon gross margin for all periods presented.
          Disclose in future filings the total inventory written-down to date, the
          amounts sold, the amounts discarded, and the amounts still recorded in
          inventory. For any inventory still held, explain when and how you intend to
          dispose of it.

        The
Company notes that the amounts cited in the Staff’s comment are the net balance
sheet reserve positions at the respective dates, and not charges to write-down
inventories in the respective periods. The Company further notes that it has
quantitatively disclosed in the MD&A included in its historical filings the impact of
sales of zero cost inventories on gross margin for all applicable periods. The Company
notes the Staff’s comments and will revise its future filings to disclose the
activity on reserved inventories during the periods presented, and the Company’s
plan to discard the remaining reserved inventories, as well as the impact on gross
margin, if material.

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Note 12: Contingences – Page 71

9.
Revise
future filings to include all the disclosure requirements of                paragraphs 13
through 16 of FIN 45, including the tabular reconciliation                of
changes in the product warranty liability.

        The
Company notes that Note 10- Commitments and Note 12-Contingencies of the Notes to
Consolidated Financial Statements in the 2004 Form 10-K contain all the applicable
disclosure requirements of FIN 45 paragraphs 13-16 regarding a Guarantor’s
Obligations Under Guarantees, including disclosure that product warranty costs are not
significant. The Company supplementally advises the Staff that for the twelve months
ended December 31, 2004, the Company’s warranty expense was less than one-tenth of
one percent of net revenues. Accordingly, the Company believes that a tabular
reconciliation of changes in product warranty liability is not required.

Note 14: Employee
Benefit Plans – Page 76

10.
We
note your retirement medical plan and pension plan disclosures. Revise
               future filings to include all the disclosures required by
paragraphs 5                – 7 of SFAS l32R, including:

               a.

               The projected benefit obligation in excess of plan assets;

               b.

               The accumulated benefit obligation in excess of plan assets;

               c.

               Targeted asset allocation by assets category for the reporting periods;

               d.

               The weighted-average assumptions used to determine net periodic benefit
               costs;

               e.

               The company’s expected contribution to the plans in the following fiscal
               period;

               f.

               Future expected benefit payments by year.

        The
Company notes the Staff’s comments and will revise its future filings to make the
requested disclosure, as appropriate.

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Note 17: Segment
Information – Page 81

               11.

               Disclosure of long-lived assets by geographic area under SFAS 131 should
               present tangible assets only and should not include intangibles,
               goodwill or investment assets. See question 22 in the FASB Staff Implementation
               Guide to Statement 131. Revise future filings as necessary.

        The
Company notes the Staff’s comment and will revise its future filings to exclude
intangibles, goodwill and investment assets from its disclosure of long-lived assets by
geographic area.

Form 10-Q for the
Quarterly Period Ended December 31, 2004

Item 2.  Management’s
Discussion and Analysis of Financial Condition and Results of Operations – Page 26

Overview of Current Performance – Page 26

12.
We
note your reduction of channel inventory at your distributors of
               approximately $40 million and the reduction of approximately $10
million                at your direct customers during the quarter ended December 31,
2004. Please tell                us supplementally your accounting treatment for
these reductions and the                impact on your financial statements. Tell us how
it impacted your                inventory and revenue recognition policies related
to your customers from whom                you accepted returns and your customers
from whom you did not accept                returns. Additionally, tell us whether the
acceptance of returns is a customary practice and whether you have accepted
significant returns from                distributors during the past year.

        The
Company supplementally advises the Staff as follows:

        The
Company recognizes revenue when (1) the risk of loss has been transferred to the
customer, (2) price and terms are fixed, (3) no significant vendor obligation exists, and
(4) collection of the receivable is reasonably assured. These terms are typically met
upon shipment of product to the customer, except for certain distributors who have a
contractual right of return. Revenue with respect to these distributors is deferred until
the purchased products are sold through by the distributor to a third party. Other
distributors have limited stock rotation rights, which allow them to rotate up to 10% of
product in their inventory two times a year. The Company recognizes revenue to these
distributors upon shipment of

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product to
the distributor, as the stock rotation rights
are limited and the Company believes that it has the ability to estimate and establish
allowances for expected product returns in accordance with SFAS 48, “Revenue
Recognition When Right of Return Exists”.

        The
acceptance of product returns from customers who do not have a contractual right to
return product is not a customary practice for the Company. During the September 2004
quarter, the Company allowed two customers who have 10% stock rotation rights to rotate
$6 million and $2 million, or 30% and 13% of their on hand inventory, respectively. The
Company viewed these outside-of-contractual-terms stock rotations as one-time events and
as such did not believe that a change in revenue recognition practice was appropriate for
these two customers. No other significant returns or rotations from distributors were
permitted by the Company during the past year, except for the activity noted below in the
quarter ended December 31, 2004.

        During
the latter portion of fiscal 2004, lower than expected end customer
demand resulted in channel inventory build up at both distributors and direct
customers. The existence of excess inventory in the channel resulted in fewer
purchase orders from the Company’s customers as those customers sold through
their on-hand inventory prior to placing additional orders. This had the effect
of reducing the Company’s shipments and net revenues, as well as reducing the
amount of inventory in the channel during