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UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
    
   Form 10-K/A
 
 
  Amendment No. 1
 
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    October 3, 2008ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934   Commission file number:
    000-24923
  CONEXANT SYSTEMS,
    INC.
 (Exact name of registrant as
    specified in its charter)
  Delaware(State of
    incorporation)

25-1799439(I.R.S. Employer
    Identification No.)4000 MacArthur Boulevard
    Newport Beach, California(Address of principal
    executive offices)

92660-3095(Zip code)   Registrants telephone number, including area code:(949) 483-4600
 Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class:

Name of Each Exchange on Which Registered:Common Stock, $0.01 Par Value Per Share
    (including associated Preferred Share Purchase Rights)

The Nasdaq Stock Market, LLC   Securities registered pursuant to Section 12(g) of the
    Act:
 None
  þ o
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
 Large
    accelerated
    filer o
    Accelerated
    filer þ
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   Rule 12b-2 o þ
    Documents
    Incorporated by Reference
  Form 10-K.




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TABLE OF CONTENTS  EXPLANATORY NOTEREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMPART IVITEM 15. EXHIBITS AND FINANCIAL STATEMENTS SCHEDULESSIGNATURESEXHIBIT INDEXEXHIBIT 23EXHIBIT 24    Table of Contents  
  EXPLANATORY
    NOTE
 
 
  Form 10-K Form 10-K.




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REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
            Internal Control  Integrated Framework




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
      Internal Control 
    Integrated Framework
        Internal Control  Integrated Framework




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PART
    IV
 
 
 
  ITEM 15.  EXHIBITS
    AND FINANCIAL STATEMENTS SCHEDULES
 
 
  Exhibit
    Listing
 
  
 Exhibits

Description23


Consent of Independent Registered Public Accounting Firm24


Power of Attorney authorizing certain persons to sign this
    Annual Report on
    Form 10-K
    on behalf of certain directors and officers of the Company




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SIGNATURES
      By:
    /s/  D.
    SCOTT MERCER   Chairman and Chief Executive Officer
    Signature

TitleD.
    Scott MercerD.
    Scott Mercer

Chairman of the Board and Chief Executive Officer
    (Principal Executive Officer)Christian
    ScherpChristian
    Scherp

PresidentKaren
    Roscher*Karen
    Roscher

Senior Vice President and Chief Financial Officer
    (Principal Financial and Accounting Officer)William
    E. Bendush*William
    E. Bendush

DirectorSteven
    J. Bilodeau*Steven
    J. Bilodeau

DirectorDwight
    W. Decker*Dwight
    W. Decker

DirectorF.
    Craig Farrill*F.
    Craig Farrill

DirectorBalakrishnan
    S. Iyer*Balakrishnan
    S. Iyer

DirectorMatthew
    E. Massengill*Matthew
    E. Massengill

DirectorJerre
    L. Stead*Jerre
    L. Stead

Director*By:

/s/  KAREN
    ROSCHERKaren
    Roscher, Attorney-in-fact**   **
    
    By authority of the power of attorney filed as Exhibit 24
    hereto




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##### Table of Contents



EXHIBIT
    INDEX
 
  
 Exhibits

Description23


Consent of Independent Registered Public Accounting Firm24


Power of Attorney authorizing certain persons to sign this
    Annual Report on
    Form 10-K
    on behalf of certain directors and officers of the Company