Oceanographicp henomena in Ise Bay area are influenced by not only meteorological disturbances but also freshwater inflow from Three Kiso Rivers. In particular, large floods have a great impact on coastal currents and water quality. This paper is aimed at discussing flow and density structures in Ise Bay area at Tokai heavy rain, which was record-scaler ainfall in Tokai area, from a perspective of numerical analysis with an Atmosphere-Ocean-Wave coupled model. The validity and utility of the coupled model was verified by comparing the observation results with the computation ones regarding wind speed, rainfall, tidal level, coastal current and so on.T he change of flow and density structures before and after Tokai heavy rain was, furthermore, examined based on the numerical results.