**EXHIBIT 31.2****CERTIFICATION**     I, Karen Roscher, Senior Vice President and Chief Financial Officer of Conexant Systems, Inc.,certify that:1. I have reviewed this Quarterly Report on Form 10-Q of Conexant Systems, Inc.; 2. Based on my knowledge, this Quarterly Report does not contain anyuntrue statement of a material fact or omit to state a material factnecessary to make the statements made, in light of the circumstancesunder which such statements were made, not misleading with respect tothe period covered by this Quarterly Report; 3. Based on my knowledge, the financial statements, and other financialinformation included in this Quarterly Report, fairly present in allmaterial respects the financial condition, results of operations andcash flows of the registrant as of, and for, the periods presented inthis Quarterly Report; 4. The registrant’s other certifying officer and I are responsible forestablishing and maintaining disclosure controls and procedures (asdefined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internalcontrol over financial reporting (as defined in Exchange Act Rules13a-15(f) and 15d-15(f)) for the registrant and have: a. designed such disclosure controls and procedures, or causedsuch disclosure controls and procedures to be designedunder our supervision, to ensure that material informationrelating to the registrant, including its consolidatedsubsidiaries, is made known to us by others within thoseentities, particularly during the period in which thisQuarterly Report is being prepared;  b. designed such internal control over financial reporting, orcaused such internal control over financial reporting to bedesigned under our supervision, to provide reasonableassurance regarding the reliability of financial reportingand the preparation of financial statements for externalpurposes in accordance with generally accepted accountingprinciples;  c. evaluated the effectiveness of the registrant’s disclosurecontrols and procedures and presented in this QuarterlyReport our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of theperiod covered by this Quarterly Report based on suchevaluation; and  d. disclosed in this Quarterly Report any change in theregistrant’s internal control over financial reporting thatoccurred during the registrant’s most recent fiscal quarterthat has materially affected, or is reasonably likely tomaterially affect, the registrant’s internal control overfinancial reporting; and5. The registrant’s other certifying officer and I have disclosed, basedon our most recent evaluation of internal control over financialreporting, to the registrant’s auditors and the audit committee of theregistrant’s board of directors (or persons performing the equivalentfunctions): a. all significant deficiencies and material weaknesses in thedesign or operation of internal control over financialreporting which are reasonably likely to adversely affectthe registrant’s ability to record, process, summarize andreport financial information; and  b. any fraud, whether or not material, that involvesmanagement or other employees who have a significant rolein the registrant’s internal control over financialreporting.Dated: February 5, 2008   /s/ KAREN ROSCHER    Karen Roscher  Senior Vice President and Chief Financial Officer