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
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
OREILLY DENNIS E
   2. Issuer Name and Ticker or Trading Symbol
CONEXANT SYSTEMS INC [CNXT] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP,CLO & Secretary
(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 $ 1.35 102,209 D  
Common Stock               4,757 I CNXT Savings Plan (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)

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 (3) $ 0               (3)   (3) Common Stock 33   33 D  
Stock Option (Right to Buy $ 5.22               (4) 07/11/2013 Common Stock 44,404   44,404 D  
Stock Option (Right to Buy) $ 2.77               (4) 01/04/2009 Common Stock 233,491   233,491 D  
Stock Option (Right to Buy) $ 2.63               (4) 03/30/2009 Common Stock 109,594   109,594 D  
Stock Option (Right to Buy) $ 6.44               (4) 10/27/2010 Common Stock 18,545   18,545 D  
Stock Option (Right to Buy) $ 2.63               (4) 03/29/2011 Common Stock 33,009   33,009 D  
Stock Option (Right to Buy) $ 5.22               (4) 07/11/2011 Common Stock 5,596   5,596 D  
Stock Option (Right to Buy) $ 7.42             03/05/2005(5) 03/05/2012 Common Stock 150,000   150,000 D  
Stock Option (Right to Buy) $ 7.42             02/27/2006(6) 03/05/2012 Common Stock 115,000   115,000 D  
Stock Option (Right to Buy) $ 3.45               (4) 04/03/2012 Common Stock 196,712   196,712 D  
Stock Option (Right to Buy) $ 1.42               (4) 11/03/2012 Common Stock 98,348   98,348 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
OREILLY DENNIS E
4000 MACARTHUR BLVD.
NEWPORT BEACH, CA 92660		       SVP,CLO & Secretary  

Signatures

 /s/ O'Reilly, Dennis E.   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.
(2) 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.
(3) 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.
(4) Exercise date and vesting details previously disclosed.
(5) Options become exercisable in whole or part (but only for a whole number of shares) as to one-fourth of the option shares beginning on this date and as to an additional one-fourth of the option shares beginning on the first, second and third anniversaries thereof.
(6) Shares 100% cliff vest upon the second anniversary of the Conexant Systems, Inc. and GlobespanVirata, Inc., merger, which date is February 27, 2006.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.