Theoretical analysis and numerical calculations are presented for ultrahigh-speed (>50 GHz) traveling-wave electroabsorption modulators (TW-EAM’s), including effects of velocity mismatch, impedance mismatch, and microwave attenuation. A quasi-static equivalent circuit model is used to examine the TW-EAM microwave properties, including the effect of photocurrent. Due to the optical propagation loss of the waveguide, the TW-EAM waveguide length for maximum RF link gain is currently limited to 200–300 micrometer. The discussion indicates that the carrier transit time in the intrinsic layer may not severely limit the TW-EAM bandwidth. Three TW-EAM design approaches are discussed: low-impedance matching; reducing the waveguide capacitance; and distributing the modulation region.