experiments. In our model, nonlinear characteristics of both MZM and MW amplifier were considered simultaneously, so it could provide more accurate information for designing or optimizing OEO than previous models. Taylor series was utilized to model the nonlinearity of MW amplifier and extract nonlinear parameters from measured transfer function by the least square fitting method.Both the oscillation power and the SSB phase noise of OEO have all been analyzed. As for the oscillation power, the saturation power is determined by the nonlinearities of both MZM and amplifier. A new model which separated the contribution of the nonlinearities of MZM and amplifier has been presented. As for the phase noise modeling, it is predicted that the nonlinearity of MW amplifier can also deteriorate the phase noise, which cannot be considered in previous models. In our experiments, the MW amplifier with significant nonlinearity was applied, which made the oscillation power about 10 dB lower and the minimum SSB phase noise $ 3 dB higher than predicted data by classical model. REFERENCES 1. X.S. Yao and L. Maleki, Optoelectronic microwave oscillator,