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

                                  SCHEDULE 13D

                    Under the Securities Exchange Act of 1934

                          Mindspeed Technologies, Inc.
                    -----------------------------------------
                                (Name of Issuer)

                     Common Stock, par value $0.01 per share
-------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    83088M102
                    -----------------------------------------
                                 (CUSIP Number)

                             Conexant Systems, Inc.
                      4000 MacArthur Boulevard, West Tower
                          Newport Beach, CA  92660-3095
                       Attention: Dennis E. O'Reilly, Esq.
                          Senior Vice President, Chief
                           Legal Officer and Secretary
                                 (949) 483-4600

                                 with a copy to:

                             Chadbourne & Parke LLP
                              30 Rockefeller Plaza
                               New York, NY  10112
                        Attention: Peter R. Kolyer, Esq.
                                 (212) 408-5100
-------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
                                Communications)

                                 April 28, 2004
-------------------------------------------------------------------------------
             (Date of Event which Requires Filing of this Statement)

-------------------------------------------------------------------------------
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box |_|

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 (the "Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act.

                               Page 1 of 12 Pages


                                  SCHEDULE 13D

---------------------                                    ----------------------
CUSIP No. 83088M102                                        Page 2 of 12 Pages
---------------------                                    ----------------------

-------   ---------------------------------------------------------------------

   1      NAMES OF REPORTING PERSONS
          I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
          Conexant Systems, Inc.        25-1799439

-------   ---------------------------------------------------------------------

   2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*            (a)  |_|

                                                                       (b)  |_|

-------   ---------------------------------------------------------------------

   3      SEC USE ONLY

-------   ---------------------------------------------------------------------

   4      SOURCE OF FUNDS
          OO

-------   ---------------------------------------------------------------------

   5      CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
          ITEMS 2(d) or 2(e)                                                |_|

-------   ---------------------------------------------------------------------

   6      CITIZENSHIP OR PLACE OF ORGANIZATION
          Delaware

-----------------  -------  ---------------------------------------------------

                      7     SOLE VOTING POWER
    NUMBER OF                30,000,000

      SHARES       -------  ---------------------------------------------------

   BENEFICIALLY       8     SHARED VOTING POWER
                            0
     OWNED BY
                   -------  ---------------------------------------------------
       EACH
                      9     SOLE DISPOSITIVE POWER
     REPORTING              30,000,000

      PERSON       -------  ---------------------------------------------------

       WITH          10     SHARED DISPOSITIVE POWER
                            0

-------   ---------------------------------------------------------------------

  11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
          30,000,000

-------   ---------------------------------------------------------------------

  12      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
          SHARES                                                            |_|

-------   ---------------------------------------------------------------------

  13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
          23.4%

-------   ---------------------------------------------------------------------

  14      TYPE OF REPORTING PERSON
          CO

-------   ---------------------------------------------------------------------



CUSIP NO. 83088M102              SCHEDULE 13D              Page 3 of 12 Pages


Item 1.  Security and Issuer.
         -------------------

                This statement relates to the common stock, par value $0.01
per share (together with the associated preferred share purchase rights, the
"Common Stock"), of Mindspeed Technologies, Inc., a Delaware corporation (the
"Company"). The Company's principal executive office is located at 4000
MacArthur Boulevard, East Tower, Newport Beach, California 92660-3095.


Item 2.  Identity and Background.
         -----------------------

                This statement is being filed by Conexant Systems, Inc., a
Delaware corporation ("Conexant"). Conexant is a leading provider of integrated
circuits and software for broadband communications solutions addressing
consumer, business enterprise and service provider markets. Conexant's principal
executive office is located at 100 Schulz Drive, Red Bank, New Jersey 07701. The
name, business address and present principal occupation or employment (including
the name and address of the corporation or organization in which such employment
is conducted) of each executive officer and director of Conexant is set forth in
Schedule A to this statement and is incorporated herein by reference in its
entirety. To Conexant's knowledge, all such persons are citizens of the United
States unless otherwise noted in Schedule A. During the last five years, neither
Conexant nor, to Conexant's knowledge, any of Conexant's executive officers or
directors has (i) been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or final order
enjoining



CUSIP NO. 83088M102              SCHEDULE 13D              Page 4 of 12 Pages


future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to
such laws.


Item 3.  Source and Amount of Funds or Other Consideration.
         -------------------------------------------------

                On June 27, 2003, Conexant completed the spin-off to Conexant
shareholders of all outstanding shares of the Company, then a wholly-owned
subsidiary of Conexant (the "Spin-Off"). In connection with the Spin-Off, the
Company issued to Conexant a warrant (the "Initial Warrant") to purchase
30,000,000 shares of Common Stock (the "Initial Warrant Shares"). The Initial
Warrant entitles Conexant to purchase the Initial Warrant Shares at an exercise
price of $3.408 per share, subject to adjustments for anti-dilution purposes.
The Initial Warrant will become exercisable on June 27, 2004 and will remain
exercisable until June 27, 2013.


Item 4.  Purpose of Transaction.
         ----------------------

                Conexant acquired the Initial Warrant for investment purposes
in connection with the Spin-Off. It is Conexant's intent to liquidate the
portion of the Initial Warrant classified as current on its balance sheet in the
next twelve months.

                Except for the foregoing, neither Conexant nor, to Conexant's
knowledge, any of Conexant's executive officers or directors has any present
plans or proposals which would relate to or result in any of the matters set
forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D.


Item 5.  Interest in Securities of the Issuer.
         ------------------------------------

                Based on the Company's Quarterly Report on Form 10-Q for the
quarterly period ended January 2, 2004, as of January 30, 2004 there were
98,303,041 shares of



CUSIP NO. 83088M102              SCHEDULE 13D              Page 5 of 12 Pages


Common Stock issued and outstanding. On April 28, 2004, the date 60 days prior
to June 27, 2004, the earliest date on which the Initial Warrant may be
exercised, Conexant beneficially owned the Initial Warrant, which was
exercisable for the Initial Warrant Shares, and based on the number of shares of
Common Stock issued and outstanding as of January 30, 2004, Conexant therefore
beneficially owns approximately 23.4% of the outstanding Common Stock. Conexant
has the sole power to dispose of the Initial Warrant and would have the sole
power to vote or dispose of any Initial Warrant Shares acquired thereunder.

                To Conexant's knowledge, set forth on Schedule B to this
statement, which is incorporated herein by reference in its entirety, is a table
showing the aggregate number and percentage ownership of shares of Common Stock
(including shares for which there is a right to acquire) for each executive
officer and director of Conexant, identifying the number of shares as to which
there is sole or shared power to vote or dispose.

                Neither Conexant nor, to Conexant's knowledge, any of
Conexant's executive officers or directors has engaged in any transactions
involving shares of Common Stock during the 60 days prior to the date of this
statement.


Item 6.  Contracts, Arrangements, Understandings or
         Relationships with Respect to Securities of the Issuer.
         ------------------------------------------------------

                Conexant holds the Initial Warrant. Conexant and the Company
also entered into a registration rights agreement pursuant to which the Company
registered under the Securities Act of 1933, as amended (the "Securities Act"),
the issuance of the Initial Warrant Shares upon exercise of the Initial Warrant,
as well as the resale of the Initial Warrant or the Initial Warrant Shares by
Conexant or any transferee of the Initial Warrant or the Initial Warrant Shares.



CUSIP NO. 83088M102              SCHEDULE 13D              Page 6 of 12 Pages


                In addition, prior to Spin-Off, the Company entered into a
senior secured revolving credit facility with Conexant, under which the Company
may borrow up to $50 million for its working capital and other general corporate
purposes. The Company may borrow under the credit facility only to restore its
cash balance to $25 million. In connection with the credit facility, on June 27,
2003 the Company issued to Conexant warrants (the "Credit Agreement Warrants")
to purchase up to 8,333,334 shares of Common Stock (the "Credit Agreement
Warrant Shares"). The number of shares that may be acquired under the Credit
Agreement Warrants, if any, will depend on the highest level of borrowings under
the credit facility, increasing on a pro rata basis up to a maximum of 8,333,334
shares of Common Stock if the level of borrowings under the credit facility
reaches $50 million. As of the date hereof the Company has not borrowed any
funds under the credit facility and Conexant may not exercise any of the Credit
Agreement Warrants. Conexant and the Company also entered into a registration
rights agreement pursuant to which the Company registered under the Securities
Act the issuance of the Credit Agreement Warrant Shares upon exercise of the
Credit Agreement Warrants, as well as the resale of the Credit Agreement
Warrants or the Credit Agreement Warrant Shares by Conexant or any transferee of
the Credit Agreement Warrants or the Credit Agreement Warrant Shares.

                As set forth on Schedule B, each of Messrs. Beall, Cicerone,
Decker, Farrill, Iyer, Mercer, Stead, Blouin, Brewster, O'Reilly and Rhodes
holds options to purchase Common Stock under the Company's 2003 Stock Option
Plan, which were derived from options to purchase Conexant common stock in
connection with the Spin-Off. In addition, as set forth on Schedule B, each of
Messrs. Beall, Decker and Stead holds options to purchase Common Stock under the
Company's Directors Stock Plan.



CUSIP NO. 83088M102              SCHEDULE 13D              Page 7 of 12 Pages


Item 7.  Material to be Filed as Exhibits.
         --------------------------------

Exhibit 1.      Initial Warrant dated June 27, 2003 issued by the Company
                to Conexant is incorporated by reference to Exhibit 4.5 to the
                Company's Registration Statement on Form S-3 (Registration No.
                333-109523).

Exhibit 2.      Registration Rights Agreement dated as of June 27, 2003 by
                and between the Company and Conexant is incorporated by
                reference to Exhibit 4.6 to the Company's Registration
                Statement on Form S-3 (Registration No. 333-109523).

Exhibit 3.      Credit Agreement Warrant dated June 27, 2003 issued by the
                Company to Conexant is incorporated by reference to Exhibit
                4.5 to the Company's Registration Statement on Form S-3
                (Registration No. 333-109525).

Exhibit 4.      Registration Rights Agreement dated as of June 27, 2003 by
                and between the Company and Conexant is incorporated by
                reference to Exhibit 4.6 to the Company's Registration
                Statement on Form S-3 (Registration No. 333-109525).



CUSIP NO. 83088M102              SCHEDULE 13D              Page 8 of 12 Pages


                                   SIGNATURE
                                   ---------


                After reasonable inquiry and to the best of my knowledge and
belief, I hereby certify that the information set forth in this statement is
true, complete and correct.

Dated:  May 10, 2004                       CONEXANT SYSTEMS, INC.

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



CUSIP NO. 83088M102              SCHEDULE 13D              Page 9 of 12 Pages


                                   SCHEDULE A

           EXECUTIVE OFFICERS AND DIRECTORS OF CONEXANT SYSTEMS, INC.

                The following table sets forth the name, business address and
present principal occupation or employment of each executive officer and
director of Conexant. Except as otherwise indicated below, the business address
of each person set forth on this Schedule A is: c/o Conexant Systems, Inc., 4000
MacArthur Boulevard, West Tower, Newport Beach, CA 92660-3095.

-------------------- ----------------------------------------------------------
NAME                  PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT

--------------------  ---------------------------------------------------------
Donald R. Beall       Retired
(Director)

--------------------  ---------------------------------------------------------
Steven J. Bilodeau    President and Chief Executive Officer
(Director)            Standard Microsystems, Inc.
                      80 Arkay Drive
                      Hauppauge, New York  11788

--------------------  ---------------------------------------------------------
Ralph J. Cicerone     Chancellor and Daniel G. Aldrich Professor of Earth
(Director)            Sciences
                      University of California, Irvine
                      274 Rowland Hall
                      University of California
                      Irvine, CA  92717-3100

--------------------  ---------------------------------------------------------
Dipanjan Deb          Partner
(Director)            Francisco Partners
                      2882 Sand Hill Road, Suite 280
                      Menlo Park, CA  94025

--------------------  ---------------------------------------------------------
Dwight W. Decker      Non-executive Chairman of the Board of Conexant
(Director)

--------------------  ---------------------------------------------------------
F. Craig Farrill      Managing Director and Chief Technology Officer
(Director)            inOvate Communications Group
                      2010 Crow Canyon Place, Suite 270
                      San Ramon, CA  94583

--------------------  ---------------------------------------------------------
Armando Geday         Chief Executive Officer
(Director)            Conexant Systems, Inc.
                      100 Schulz Drive
                      Red Bank, New Jersey  07701

--------------------  ---------------------------------------------------------



CUSIP NO. 83088M102              SCHEDULE 13D              Page 10 of 12 Pages


--------------------  ---------------------------------------------------------
Balakrishnan S. Iyer  Retired
(Director)

--------------------  ---------------------------------------------------------
John W. Marren        Partner
(Director)            Texas Pacific Group
                      301 Commerce St., Ste. 3300
                      Fort Worth, TX  76102

--------------------  ---------------------------------------------------------
D. Scott Mercer       Senior Vice President and Advisor to Chief Executive
(Director)            Officer
                      Western Digital Corporation
                      20511 Lake Forest Drive
                      Lake Forest, CA  92630

--------------------  ---------------------------------------------------------
Jerre L. Stead        Retired
(Director)

--------------------  ---------------------------------------------------------
Giuseppe P. Zocco*    General Partner
(Director)            Index Ventures
                      2, rue de Jargonnant
                      1207 Geneva, Switzerland

--------------------  ---------------------------------------------------------
J. Scott Blouin       Senior Vice President and Chief Accounting Officer

--------------------  ---------------------------------------------------------
Lewis C. Brewster     Executive Vice President, Sales, Operations and Quality

--------------------  ---------------------------------------------------------
Robert McMullan       Senior Vice President and Chief Financial Officer
                      Conexant Systems, Inc.
                      100 Schulz Drive
                      Red Bank, New Jersey  07701

--------------------  ---------------------------------------------------------
Dennis E. O'Reilly    Senior Vice President, Chief Legal Officer and Secretary

--------------------  ---------------------------------------------------------
C. Michael Powell     Senior Vice President and Chief Operating Officer
                      Conexant Systems, Inc.
                      100 Schulz Drive
                      Red Bank, New Jersey  07701

--------------------  ---------------------------------------------------------
F. Matthew Rhodes     President

--------------------  ---------------------------------------------------------

*   Giuseppe P. Zocco is an Italian citizen.



CUSIP NO. 83088M102              SCHEDULE 13D              Page 11 of 12 Pages


                                   SCHEDULE B

      BENEFICIAL OWNERSHIP OF MINDSPEED TECHNOLOGIES, INC. COMMON STOCK BY
           EXECUTIVE OFFICERS AND DIRECTORS OF CONEXANT SYSTEMS, INC.

                The following table sets forth the aggregate number and
percentage ownership of shares of Mindspeed Technologies, Inc. Common Stock
(including shares for which there is a right to acquire) beneficially owned by
each executive officer and director of Conexant as of May 7, 2004. Each
individual has sole voting and investment power with respect to the shares set
forth below.

--------------------   ----------------------------------   --------------------
NAME                          SHARE OF COMMON STOCK         PERCENT OF CLASS (1)

--------------------   ----------------------------------   --------------------
Donald R. Beall                715,513 (2) (3) (4)                  0.7%

--------------------   ----------------------------------   --------------------
Steven J. Bilodeau                     --                            --

--------------------   ----------------------------------   --------------------
Ralph J. Cicerone                   8,938 (3)                        *

--------------------   ----------------------------------   --------------------
Dipanjan Deb                           --                            --

--------------------   ----------------------------------   --------------------
Dwight W. Decker               1,478,908 (2) (3) (4)                1.5%

--------------------   ----------------------------------   --------------------
F. Craig Farrill                   56,014 (3)                        *

--------------------   ----------------------------------   --------------------
Armando Geday                          --                            --

--------------------   ----------------------------------   --------------------
Balakrishnan S. Iyer             167,099 (2) (3)                    0.2%

--------------------   ----------------------------------   --------------------
John W. Marren                         --                            --

--------------------   ----------------------------------   --------------------
D. Scott Mercer                     3,575 (3)                        *

--------------------   ----------------------------------   --------------------
Jerre L. Stead                   69,126 (3) (4)                      *

--------------------   ----------------------------------   --------------------
Giuseppe P. Zocco                      --                            --

--------------------   ----------------------------------   --------------------
J. Scott Blouin                    71,493 (3)                        *

--------------------   ----------------------------------   --------------------
Lewis C. Brewster                277,491 (2) (3)                    0.3%

--------------------   ----------------------------------   --------------------
Robert McMullan                        --                            --

--------------------   ----------------------------------   --------------------
Dennis E. O'Reilly               48,253 (2) (3)                      *

--------------------   ----------------------------------   --------------------
C. Michael Powell                    1,666                           *

--------------------   ----------------------------------   --------------------
F. Matthew Rhodes                144,580 (2) (3)                    0.1%

--------------------   ----------------------------------   --------------------
*   Less than 0.1%



CUSIP NO. 83088M102              SCHEDULE 13D              Page 12 of 12 Pages


(1)   For purposes of computing the percentage of outstanding shares
      beneficially owned by each person, shares of which such person has a right
      to acquire beneficial ownership within 60 days have been included in both
      the number of shares owned by that person and the number of shares
      outstanding, in accordance with Rule 13d-3(d)(1) under the Securities
      Exchange Act.

(2)   Includes shares held under the savings plans of Conexant and Rockwell
      Automation, Inc. Does not include the following: 1,357, 53, 38, 11 and 66
      share equivalents for Messrs. Decker, Iyer, Brewster, O'Reilly and Rhodes,
      respectively, held under Conexant's and Rockwell's supplemental savings
      plans. Awards under the supplemental savings plans are paid in cash.

(3)   Includes shares that may be acquired upon the exercise of outstanding
      stock options under the Mindspeed Technologies, Inc. 2003 Stock Option
      Plan within 60 days as follows: 266,902; 8,938; 1,399,345; 53,630;
      159,283; 3,575; 46,480; 71,493; 270,667; 17,878; and 137,476 for Messrs.
      Beall, Cicerone, Decker, Farill, Iyer, Mercer, Stead, Blouin, Brewster,
      O'Reilly and Rhodes, respectively. Does not include shares subject to
      outstanding stock options under the 2003 Stock Option Plan that are not
      exercisable within 60 days as follows: 32,176; 12,513; 201,119; 32,176;
      75,979; 10,725; 32,176; 87,142; 64,802; 35,754; and 67,037 for Messrs.
      Beall, Cicerone, Decker, Farill, Iyer, Mercer, Stead, Blouin, Brewster,
      O'Reilly and Rhodes, respectively.

(4)   Includes 10,000 shares for each of Messrs. Beall, Decker and Stead that
      may be acquired upon the exercise of outstanding stock options under the
      Mindspeed Technologies, Inc. Directors Stock Plan within 60 days. Does not
      include 50,000 shares for each of Messrs. Beall, Decker and Stead subject
      to outstanding stock options under the Directors Stock Plan that are not
      exercisable within 60 days.