Mail Stop 6010

      June 22, 2005


Mr. J. Scott Blouin
Senior Vice President and Chief Financial Officer
Conexant Systems, Inc.
4000 MacArthur Boulevard
Newport Beach,  California 92660-3095

	RE:	Conexant Systems, Inc.
		Form 10-K for the fiscal year ended September 30, 2004
		Filed December 9, 2004
		Form 10-Q for the quarter ended December 31, 2004
		File No. 000-24923

Dear Mr. Blouin:

      We have reviewed your response to our letter dated May 2,
2005
and have the following additional comment.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.




Form 8-K dated April 20, 2005

1. We note your response and proposed disclosures 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 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.


      As appropriate, please respond to the comment within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter with your response that keys your
responses to our comment and provides any requested information.
Detailed cover letters greatly facilitate our review.  Please file
your cover letter on EDGAR.  Please understand that we may have
additional comment after reviewing your responses to our comment.













      You may contact Patrick Enunwaonye, Staff Accountant, at
(202)
551-3645 or me, at (202) 551-3616 if you have questions regarding
comments on the financial statements and related matters. In this
regard, do not hesitate to contact Brian Cascio,  Accounting
Branch
Chief , at (202) 551-3676 with any other concerns.



								Sincerely,


								Lynn Dicker
								Review Accountant
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Mr. Blouin
Conexant Systems, Inc.
June 22, 2005
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