An optical system for providing all-optical up-conversion of a baseband signal including an all-optical up-converter responsive to baseband signals to provide corresponding dual sideband signals about a suppressed optical carrier, said dual sideband signals each having the same polarization direction, being phase locked, having the same optical power and having a fixed frequency spacing; and an optical filter for filtering the carrier signals and providing wavelength division multiplexed signals without optical carriers. In a preferred embodiment, the all-optical up-converter includes an intensity modulator for generating two pump lightwaves that are carrier suppressed in response to the intensity modulator receiving a laser light source and being driven by an RF signal, wherein the intensity modulator is DC biased at a null point, an optical combiner for combining the baseband signal and the two pump lightwaves, a nonlinear medium for four wave mixing the baseband signal and two pump lightwaves to generate the baseband signal and corresponding dual sideband signals, and an optical interleaver for removing the baseband signal and two pump lightwaves to provide said sideband signals about the suppressed optical carrier.