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CORRESP
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     CORRESP

Conexant Systems, Inc.

4000 MacArthur Boulevard, West Tower
Newport Beach, California 92660

July 25, 2005

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

Re:
Conexant Systems, Inc.

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

Ladies and Gentlemen:

        This
letter is in response to the comment of the staff (the “Staff”) of the
Securities and Exchange Commission (the “SEC”) made in the letter dated June 22,
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 is
the Staff’s comment contained in the Comment Letter (in bold face type) followed by
the Company’s response.

        In
the Company’s response set forth below, the Company is agreeing to make 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.

Form 8-K dated April 20, 2005

1.
We
          note your response and proposed disclosure to our prior comment 15. We do not
          believe that the presentation of a non-GAAP statement of operations is
          appropriate unless all disclosures required by Item 10(e)(1)(i) of Regulation
          S-K and Question 8 of the FAQ are included for each separate non-GAAP measure.
          Please delete this presentation from all future Form 8-K’s.

As
indicated in our prior comment, with respect to earnings releases furnished on Form 8-K,
if you continue to present non-GAAP information, please provide all of the disclosures
required by Item 10(e)(1)(i) of Regulation S-K for each non-GAAP measure presented. In
that regard, for each measure you should provide statements about how you use the measure
in conducting and evaluating your business, statements about why that measure provides
useful information to investors, and a quantified reconciliation to the most directly
comparable GAAP measure. Those disclosures should also address the economic substance
behind management’s decision to use each non-GAAP measure, the material limitations
associated with the use of each non-GAAP financial measure as compared to the use of the
most directly

Securities and Exchange Commission
-2-
July 25, 2005

comparable
GAAP financial measure, and the manner in which management
compensates for those limitations. Please delete the non-GAAP income statements from
future press releases or expand to fully comply with the requirements. Show us how you
intend to implement this comment.

        The
Company notes the Staff’s comment and will revise its presentation of non-GAAP
financial measures in future earnings releases furnished under Item 2.02 of Form 8-K to
provide all the disclosures required by Item 10(e)(1)(i) of Regulation S-K and Question 8
of the Staff’s FAQ Regarding Use of Non-GAAP Financial Measures for each non-GAAP
financial measure presented. See the attached Appendix A for a sample of the
Company’s proposed format of earnings release tables with respect to non-GAAP
financial measures and Appendix B for a sample of Item 2.02 disclosure which would be
included in the Form 8-K filing which furnishes the earnings release document.

        Please
telephone the undersigned at (949) 483-9955 or, in his absence, Mike Rispoli, Executive
Director and Corporate Controller at (949) 483-4028 if you require additional information
or wish to comment further orally. If you wish to comment further in writing, please send
such comment to the undersigned by facsimile at (949) 483-9910.

Very truly yours,

     /s/ J. Scott Blouin

J. Scott Blouin
Senior Vice President and Chief Financial

     Officer

Attachments

VIA EDGAR

APPENDIX A

CONEXANT SYSTEMS, INC.

GAAP Consolidated Condensed Statement of Operations

(Unaudited, in Thousands, Except Per Share Amounts)

     Three months ended
     Six months ended

     March 31,
2005
     March 31,
2004
     March 31,
2005
     March 31,
2004

     Net revenues (See Note 1)

     $
       169,738

     $
       243,781

     $
       310,359

     $
       421,114

     Cost of goods sold (See Note 2)
       109,766

       142,116

       243,231

       240,312

     Gross margin
       59,972

       101,665

       67,128

       180,802

     Operating expenses:

       Research and development
       70,539

       53,734

       143,080

       92,888

       Selling, general and administrative
       28,362

       30,602

       58,368

       53,411

       Amortization of intangible assets
       8,140

       3,653

       16,433

       4,608

       In-process research and development
       —

       160,818

       —

       160,818

       Special charges
       13,596

       5,514

       32,853

       6,119

               Total operating expenses
       120,637

       254,321

       250,734

       317,844

     Operating loss
       (60,665
        )
       (152,656
        )
       (183,606
        )
       (137,042
        )

     Other expense (income), net
       11,892

       (9,736
        )
       9,137

       (35,017
        )

     Loss before income taxes
       (72,557
        )
       (142,920
        )
       (192,743
        )
       (102,025
        )

     Provision for income taxes
       630

       459

       1,162

       707

     Net loss
     $   (73,187
        )
     $  (143,379
        )
     $  (193,905
        )
     $  (102,732
        )

     Basic and diluted loss per share
     $     (0.16
        )
     $     (0.41
        )
     $     (0.41
        )
     $     (0.33
        )

     Number of shares used in per share computation

       – basic and diluted
       470,189

       349,968

       469,279

       313,580

The GAAP consolidated statements of
operations include the results of operations of GlobespanVirata, Inc. from February 27,
2004, the date of the Company’s merger with GlobespanVirata. No restatement has been
made to earlier periods.

Note 1 – Includes $9.6 million
and $17.5 million of pricing adjustments to inventories in the channel during the three
and six months ended March 31, 2005, respectively.

Note 2 – Includes $45.0 million of
charges related to internal inventory in the six months ended March 31, 2005.

CONEXANT SYSTEMS, INC.

Reconciliation of Non-GAAP Core Financial Measures to GAAP Financial Measures

(Unaudited, in Thousands, Except Per Share Amounts)

     Three months ended
     Six months ended

     March 31,
2005
     March 31,
2004
     March 31,
2005
     March 31,
2004

     GAAP operating expenses

     $
       120,637

     $
       254,321

     $
       250,734

     $
       317,844

       Non-cash stock compensation (a)
       (3,019
        )
       (1,157
        )
       (6,008
        )
       (1,180
        )

       Transitional salaries and benefits (b)
       (4,600
        )
       —

       (8,935
        )
       —

       IP litigation support costs (c)
       (2,148
        )
       (570
        )
       (4,345
        )
       (570
        )

       Amortization of intangible assets (d)
       (8,140
        )
       (3,653
        )
       (16,433
        )
       (4,608
        )

       In-process research and development (e)
       —

       (160,818
        )
       —

       (160,818
        )

       Special charges (f)
       (13,596
        )
       (5,514
        )
       (32,853
        )
       (6,119
        )

     Non-GAAP Core operating expenses
     $    89,134

     $    82,609

     $   182,160

     $   144,549

     GAAP operating loss
     $   (60,665
        )
     $  (152,656
        )
     $  (183,606
        )
     $  (137,042
        )

       Operating expense adjustments described above (a-f)
       31,503

       171,712

       68,574

       173,295

       Merger-related inventory impairment (g)
       —

       812

       —

       812

     Non-GAAP Core operating income (loss)
     $   (29,162
        )
     $    19,868

     $  (115,032
        )
     $    37,065

     GAAP net loss
     $   (73,187
        )
     $  (143,379
        )
     $  (193,905
        )
     $  (102,732
        )

       Operating expense adjustments described above (a-f)
       31,503

       171,712

       68,574

       173,295

       Merger-related inventory impairment (g)
       —

       812

       —

       812

       Losses (earnings) of equity method investees (h)
       3,371

       (651
        )
       6,460

       (10,816
        )

       Unrealized (gain) loss on Mindspeed warrant (i)
       13,492

       2,085

       (1,281
        )
       (22,545
        )

       Gain on sale of equity securities (j)
       (11,112
        )
       —

       (11,112
        )
       —

       Write-down (recovery) of investments (k)
       (600
        )
       600

       (600
        )
       600

       Unrealized gain on note receivable from Skyworks (l)
       —

       (16,456
        )
       —

       (11,545
        )

     Non-GAAP Core net income (loss)
     $   (36,533
        )
     $    14,723

     $  (131,864
        )
     $    27,069

     Net income (loss) per share, basic:

       GAAP
     $     (0.16
        )
     $     (0.41
        )
     $     (0.41
        )
     $     (0.33
        )

      Non-GAAP Core (m)
     $     (0.80
        )
     $      0.04

     $     (0.28
        )
     $      0.09

     Net income (loss) per share, diluted:

       GAAP
     $     (0.16
        )
     $     (0.41
        )
     $     (0.41
        )
     $     (0.33
        )

       Non-GAAP Core (m)
     $     (0.08
        )
     $      0.04

     $     (0.28
        )
     $      0.08

See “Non-GAAP Core to GAAP Adjustments” below.

Non-GAAP Core to GAAP
Adjustments

     (a)
          Non-cash stock compensation charges are based on the intrinsic value of acquired
          or exchanged unvested stock options in business combinations.

     (b)
          Transitional salaries and benefits represent amounts earned by employees who
          have been notified of their termination as part of the Company’s
          restructuring activities, from the date of their notification. Included in the
          amounts for the three and six months ended March 31, 2005 are $632 and $928,
          respectively, of facilities related costs.

     (c)
          IP litigation support costs are related to one of the Company’s
          intellectual property litigation matters.

     (d)
          Non-cash amortization of intangible assets resulting from the Company’s
          previous business combinations.

     (e)
          In-process research and development cost was a one-time charge associated with
          the Company’s merger with GlobespanVirata.

     (f)
          Special charges consist of asset impairments, restructuring charges, integration
          costs and other special items.

     (g)
          Inventory impairment charge for on-hand inventory products which were determined
          to be obsolete as a result of the Company’s merger with GlobespanVirata.

     (h)
          Non-operating gains and losses resulting from the Company’s equity method
          investments.

     (i)
          Non-operating unrealized gains and losses associated with fair value changes in
          the Company’s ownership of the Mindspeed warrant accounted for as a
          derivative instrument.

     (j)
          Recognized gains on the sales of equity securities in publicly held companies.

     (k)
          Write downs or recoveries of non-marketable cost basis investments.

     (l)
          Non-operating unrealized gain associated with the conversion feature of the note
          receivable from Skyworks which was accounted for as a derivative instrument.

     (m)
          In periods of net income, the dilutive effect of stock options and warrants
          under the treasury stock method has been added to basic weighted average shares
          to compute diluted weighted average shares. For the three and six months ended
          March 31, 2004, 28,025 and 25,507 shares, respectively, have been added to
          arrive at non-GAAP diluted weighted average shares.

Non-GAAP
Financial Measures

The Company has presented non-GAAP
operating expenses, non-GAAP operating income (loss), non-GAAP net income (loss) and
non-GAAP basic and diluted net income (loss) per share, on a basis consistent with its
historical presentation to assist investors in understanding the Company’s core
results of operations on an on-going basis. The non-GAAP financial measures also enhance
comparisons of the Company’s core results of operations with historical periods. The
Company is providing these non-GAAP financial measures to investors to enable them to
perform additional financial analysis and because it is consistent with the financial
models and estimates published by analysts who follow the Company. Management believes
that these are important measures in the evaluation of the Company’s results of
operations. Investors should consider non-GAAP financial measures in addition to, and not
as a substitute for, or superior to, measures of financial performance prepared in
accordance with GAAP. The non-GAAP financial measures presented by the Company may be
different than non-GAAP financial measures presented by other companies.

CONEXANT SYSTEMS, INC.

Consolidated Condensed Balance Sheets
(Unaudited, in Thousands)

     March 31,
2005
     December 31,
2004
     September 30,
2004

     ASSETS

     Current assets:

       Cash and cash equivalents (See Note 3)

     $   141,206

     $   132,326

     $   139,031

       Marketable securities (See Note 3)
     104,613

     135,597

     163,040

       Receivables, net
     94,706

     92,864

     185,037

       Inventories
     110,098

     136,438

     194,754

       Mindspeed warrant-current portion
     3,250

     5,634

     3,599

       Other current assets
     22,608

     17,521

     20,768

            Total current assets
     476,481

     520,380

     706,229

     Property, plant and equipment, net
     51,052

     53,266

     55,741

     Goodwill
     718,335

     714,852

     708,544

     Intangible assets, net
     122,597

     128,947

     135,241

     Mindspeed warrant
     24,316

     35,737

     23,000

     Marketable securities-long term (See Note 3)
     117,981

     123,266

     137,604

     Other assets
     109,049

     112,936

     114,163

            Total assets
     $1,619,811

     $1,689,384

     $1,880,522

     LIABILITIES AND SHAREHOLDERS’ EQUITY

     Current liabilities:

       Accounts payable
     $     92,392

     $     89,171

     $   141,533

       Accrued compensation and benefits
     33,708

     44,511

     40,423

       Restructuring and reorganization liabilities
     24,919

     28,205

     22,427

       Other current liabilities
     58,546

     51,502

     67,044

            Total current liabilities
     209,565

     213,389

     271,427

     Convertible subordinated notes
     711,825

     711,825

     711,825

     Other liabilities
     105,590

     64,741

     68,883

            Total liabilities
     1,026,980

     989,955

     1,052,135

     Shareholders’ equity
     592,831

     699,429

     828,387

            Total liabilities and shareholders’ equity
     $1,619,811

     $1,689,384

     $1,880,522

Note 3 – Total cash, cash
equivalents and marketable securities at March 31, 2005, December 31, 2004 and September
30, 2004 are as follows:

     March 31,
2005
     December 31,
2004
     September 30,
2004

     Cash and cash equivalents

     $141,206

     $132,326

     $139,031

     Other short-term marketable securities (primarily