This article analyses the effect of noise and nonlinearity in optoelectronic phase-locked loops (OEPLLs). The OEPLL phase-locks a microwave oscillator on the envelope of the optical pulse train from a mode-locked laser (MLL). The phase detector of this type of OEPLL is called a balanced optical microwave phase detector (BOMPD) and operates in a mixed electro-optical domain. The main noise sources in a BOMPD, such as shot noise of photodiodes, generation-recombination noise of photodiodes, relative intensity noise of the laser, and noise of the bias voltage applied to the BOMPD. are discussed. The nonlinear behavior of the BOMPD with respect to the intensity of the optical field and the amplitude of the RF voltage is discussed. An OEPLL that can lock on the harmonics and interharmonics of the MLL repetition rate is demonstrated. The OEPLL has an in-band phase noise of below −150 dBc/Hz at 100-kHz offset frequency for a carrier frequency of 10 GHz. This phase noise level is 10–20 dB better than state-of-the-art commercial frequency synthesizers.