The Yellow Sea is characterized by relatively shallow water depth, varying range of tidal action and very complex coastal geometry such as islands, bays, peninsulas, tidal flats, shoals etc. The dynamic system is controlled by tides, regional winds, river discharge, and interaction with the Kuroshio. The circulation, water mass properties and their variability in the Yellow Sea are very complicated and still far from clear understanding. In this study, an effort to improve our understanding the dynamic feature of the Yellow Sea system was conducted using numerical simulation with the ROMS model, applying climatologic forcing such as winds, heat flux and fresh water precipitation. The inter-annual variability of general circulation and thermohaline structure throughout the year has been obtained, which has been compared with observational data sets. The simulated horizontal distribution and vertical cross-sectional structures of temperature and salinity show a good agreement with the observational data indicating significantly the water masses such as Yellow Sea Warm Water, Yellow Sea Bottom Cold Water, Changjiang River Diluted Water and other sporadically observed coastal waters around the Yellow Sea. The tidal effects on circulation and dynamic features such as coastal tidal fronts and coastal mixing are predominant in the Yellow Sea. Hence the tidal effects on those dynamic features are dealt in the accompanying paper (Kim et at., 2004). The ROMS model adopts curvilinear grid with horizontal resolution of 35 km and 20 vertical grid spacing confirming to relatively realistic bottom topography. The model was initialized with the LEVITUS climatologic data and forced by the monthly mean air-sea fluxes of momentum, heat and fresh water derived from COADS. On the open boundaries, climatological temperature and salinity are nudged every 20 days for data assimilation to stabilize the modeling implementation. This study demonstrates a Yellow Sea version of Atlantic Basin experiment conducted by Haidvogel et al. (2000) experiment that the ROMS simulates the dynamic variability of temperature, salinity, and velocity fields in the ocean. However the present study has been improved to deal with the large river system, open boundary nudging process and further with combination of the tidal forcing that is a significant feature in the Yellow Sea.