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All-optical signal up-conversion into the millimeter-wave frequency band is demonstrated using a semiconductor optical amplifier Mach-Zehnder interferometer (SOA-MZI) wavelength converter, which is based on a cross phase modulation (XPM) effect in the SOA. This scheme shows good conversion efficiency with polarization immunity and no increase in phase noise. The measured phase noise of the up-converted RF signal of 32.5 GHz is -79.2 dBc/Hz at 10 KHz offset, which is limited by that from the LO signal. A two-tone measurement is performed to characterize the linearity of the signal up-conversion. The measured spurious free dynamic range (SFDR) is 75.2 dB·Hz23/, which meets the SFDR requirement for mobile communication systems.