A variable gain optical amplifier, in which homogeneous gain broadening is dominant, has first and second fixed gain rare-earth doped optical waveguide amplifiers (21, 23) optically in series together with an intervening variable attenuation optical attenuator (22). This arrangement circumvents the problem of gain tilt encountered when operating such amplifiers under variable gain conditions. An alternative form of the module has variable gain waveguide amplifiers, but these are co-regulated so that the aggregate of their gain at a wavelength within the gain spectrum is maintained constant. A further alternative form of module is employed in a concatenation of such modules. In such a concatenation, the gain of individual modules is allowed to vary, but the aggregate of the gain, at wavelength within the gain spectrum, of all the waveguide amplifiers of all the modules of the concatenation is maintained constant.