We investigated the characteristics of the overflow/wave overtopping, induced by the storm surge and high waves in Masan bay and Busan Coast during Typhoon 'Maemi', which landed at the southeast coast of the Korean peninsula on September, of 2003, causing a severe inundation disaster. Characteristics of the water level, increase by the overflow / wave overtopping, were discussed in two patterns. One is the increase of water level in the region, located inside of a bay, like Masan fishing port, and the waves are relatively small. The other is in the open sea, in which the waves act directly, as on the seawall in Suyong bay. In the former region, the water level increase was affected by the storm surge, as well as the long period oscillation and waves. In Masan fishing port, about $80\%$ of the water level increase on the quay wall was caused by the storm surge. In the latter one, it was greatly affected by the wave run-up. In Suyong bay, about $90\%$ of the water level increase on the seawall was caused by the wave run-up.