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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
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                                    FORM 8-K


                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


  Date of Report (date of earliest event reported): July 9, 2004 (July 6, 2004)


                             Conexant Systems, Inc.
             (Exact name of registrant as specified in its charter)


      Delaware                     000-24923                  25-1799439
(State or Other Jurisdiction      (Commission              (I.R.S. Employer
    of Incorporation)             File Number)             Identification No.)


                                100 Schulz Drive
                           Red Bank, New Jersey           07701
               (Address of principal executive offices) (Zip code)


                                 (732) 345-7500
              (Registrant's telephone number, including area code)


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                    INFORMATION TO BE INCLUDED IN THE REPORT


Item 12.  Results of Operations and Financial Condition.

Registrant's press release dated July 6, 2004 announcing its revised outlook for
its third fiscal quarter ended July 2, 2004 is furnished herewith as Exhibit 99
and is incorporated herein by reference.

Pro forma non-GAAP net earnings per share (EPS) excludes the amortization of
intangible assets, in-process research and development, IP litigation support
costs, special charges, non-cash stock compensation, payroll taxes associated
with stock options exercesed by employees, other special items and certain
non-operating gains and losses and assumes the conversion of $711.8 million of
outstanding convertible subordinated notes. Registrant believes this measure of
earnings provides a better understanding of its underlying operating results and
Registrant uses this measure internally to evaluate its underlying operating
performance. This measure of earnings is not in accordance with, or an
alternative for, generally accepted accounting principles (GAAP) and may be
different from pro forma measures used by other companies. A reconciliation of
the pro forma non-GAAP net earnings per share information to net earnings per
share as determined under GAAP is not currently available as Registrant has not
completed its normal precedures in connection with reporting its financial
results for the third fiscal quarter. Registrant intends to provide such a
reconciliation in connection with its third quarter 2004 earnings announcement,
which is expected to be available during the week of July 26, 2004.



















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                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                            CONEXANT SYSTEMS, INC.
                                               (Registrant)



                                            By    /s/ DENNIS E. O'REILLY
                                              ----------------------------------
                                                 Name:  Dennis E. O'Reilly
                                                 Title: Senior Vice President,
                                                        Chief Legal Officer and
                                                        Secretary


Date:  July 9, 2004






                                  EXHIBIT INDEX

Exhibit
Number                      Description
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99          Press Release of Registrant dated July 6, 2004




















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