SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

RHODES F MATTHEW

(Last)

(First)

(Middle)

4000 MACARTHUR BLVD.

(Street)

NEWPORT BEACH

92660

(City)

(State)

(Zip)

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)
	President

3. Date of Earliest Transaction (Month/Day/Year)
01/09/2004

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/09/2004		M		3,082	A	$1.4169	20,198	D
Common Stock	01/09/2004		M		6,918	A	$2.1457	27,116	D
Common Stock	01/09/2004		S⁽¹⁾		3,082	D	$6	24,034	D
Common Stock	01/09/2004		S⁽¹⁾		6,918	D	$6	17,116	D
Common Stock								418	I	By IRA
Common Stock								6,283	I	CNXT Savings Plan⁽²⁾

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$1.4169	01/09/2004		M			3,082	⁽³⁾	11/04/2010	Common Stock	3,082	$0	13,082	D
Stock Option (Right to Buy)	$2.1457⁽³⁾	01/09/2004⁽³⁾		M			6,918	⁽³⁾	05/06/2012	Common Stock	6,918	$0	842,489	D
Common Stock Share Equivalents - CNXT⁽⁴⁾	$0.0000							⁽⁴⁾	⁽⁴⁾	Common Stock	226		226	D
Stock Option (Right to Buy	$5.22							⁽³⁾	07/11/2013	Common Stock	34,590		34,590	D
Stock Option (Right to Buy)	$2.7686							⁽³⁾	01/04/2009	Common Stock	245,883		245,883	D
Stock Option (Right to Buy)	$6.4384							⁽³⁾	10/27/2010	Common Stock	20,231		20,231	D
Stock Option (Right to Buy)	$2.6306							⁽³⁾	03/29/2011	Common Stock	147,520		147,520	D
Stock Option (Right to Buy)	$5.22							⁽³⁾	07/11/2011	Common Stock	465,410		465,410	D
Stock Option (Right to Buy)	$3.4466							⁽³⁾	04/03/2012	Common Stock	295,070		295,070	D
Stock Option (Right to Buy)	$1.4169							⁽³⁾	11/03/2012	Common Stock	170,532		170,532	D

Explanation of Responses:

1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 24, 2003.

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. Exercise date and vesting details previously disclosed.

4. 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.

Remarks:

	By: Jasmina T Boulanger, Attorney-in-fact	01/12/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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