A multi-mode optoelectronic oscillator (MM-OEO) includes an OEO cavity having an input for receiving an RF signal and an RF output. The OEO cavity includes a) a first laser having a first laser output, a second laser having a second laser output, b) a modulator having i) a first input coupled to the first laser output, ii) a second input coupled to the second laser output, iii) a third input, iv) a first modulator output, and v) a second modulator output, c) a semiconductor optical amplifier (SOA) having an input coupled to the first modulator output and having an SOA amplified output, d) a photodetector coupled to the SOA amplified output and having an output, and e) a coupler having an input coupled to the photodetector output and having a first output coupled to the third modulator input and a second output, whereby an amplified RF signal is produced at the OEO RF output.