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 * 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) 06/14/2005 (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               102,209 D   Common Stock               4,757 I CNXT Savings Plan (1)

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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
Stock Option (Right to Buy)	$ 6.44	06/14/2005		D			18,545 (2)	(3)	10/27/2010	Common Stock	18,545	$ 0	0	D
Stock Option (Right to Buy)	$ 5.22	06/14/2005		D			5,596 (2)	(3)	07/11/2011	Common Stock	5,596	$ 0	0	D
Stock Option (Right to Buy)	$ 7.42	06/14/2005		D			115,000 (2)	(3)	03/05/2012	Common Stock	115,000	$ 0	0	D
Stock Option (Right to Buy)	$ 7.42	06/14/2005		D			150,000 (2)	(3)	03/05/2012	Common Stock	150,000	$ 0	0	D
Stock Option (Right to Buy)	$ 1.49	06/14/2005		A		333,545 (4)		06/14/2006(5)	06/14/2013	Common Stock	333,545	$ 0	333,545	D
Stock Option (Right to Buy)	$ 5.22	06/14/2005		D			44,404 (2)	(3)	07/11/2013	Common Stock	44,404	$ 0	0	D
Common Stock Share Equivalents - CNXT (6)	$ 0							(6)	(6)	Common Stock	33		33	D
Stock Option (Right to Buy)	$ 2.77							(3)	01/04/2009	Common Stock	233,491		233,491	D
Stock Option (Right to Buy)	$ 2.63							(3)	03/30/2009	Common Stock	109,594		109,594	D
Stock Option (Right to Buy)	$ 2.63							(3)	03/29/2011	Common Stock	33,009		33,009	D
Stock Option (Right to Buy)	$ 3.45							(3)	04/03/2012	Common Stock	196,712		196,712	D
Stock Option (Right to Buy)	$ 1.42							(3)	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

By: Jasmina Theodore Boulanger, Attorney-in-fact		06/14/2005
**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 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.
(2)	Options cancelled pursuant to the Offer to Exchange Outstanding Options to Purchase Common Stock dated November 12, 2004.
(3)	Exercise date and vesting details previously disclosed.
(4)	Options granted pursuant to Offer to Exchange Outstanding Options to Purchase Common Stock, dated November 12, 2004.
(5)	Options become exercisable in whole or part (but only for a whole number of shares) as to one-third of the option shares beginning on the first anniversary of the re-grant date, and one-third of option shares on the second and third anniversaries of the re-grant date thereafter.
(6)	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.

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