Noise and distortion limit the channel capacity and degrade the system performance in AM-VSB SCM CATV Distribution Networks. The use of star couplers and fiber amplifiers is an approach to overcome these problems and meet the increasing demand for large capacity and high quality. The capacity and performance analyses of three different network configurations are compared based on the results of computer modeling. In practice, the best configuration depends on the optical amplifiers and the pump lasers used in the system as well as the requirement on the number of channels and the number of subscribers. It is found that in a two-stage star network the largest improvement in the capacity and performance may be achieved when the optical amplifiers between the stages are individually pumped. For example, a capacity of 200 channels and 572 output nodes may be obtained. There is an optimal length of the erbium-doped fiber amplifier (EDFA) and there is also an optimal position where the EDFA is located between the two star couplers. The modeling is based on an extensive analysis of noise and distortion in the system. A discrepancy in the power behavior of laser relative intensity noise (RIN) is pointed out. A previous analysis on reflection-induced noise is extended to include the effect of quadruply-reflected light and optical amplifiers. Since chirp-dispersion distortion and gain tilt distortion are found to be negligible, clipping distortion is the main limitation on the system capacity. Optical amplifier noise provides an additional limitation to the system. Because the gain and amplified spontaneous noise depend on the input signal power and pump power, the gain and spontaneous emission factor are modeled for the comparison of the different systems. / Master of Science