A theoretical emission model of combined ocean surface and atmosphere is presented to predict the microwave emissivity of the ocean. The modeled ocean surface is one-dimensional with a random rough profile. The electromagnetic scattering from the surface is calculated based on the extended boundary condition method. Realizations of rough surfaces are created using Monte Carlo simulations. The bistatic scattering coefficients are computed from the ensemble average. The millimeter-wave propagation model is used to evaluate the absorption of microwave radiation at all height levels in the atmosphere. An expression for the observed brightness temperatures is derived by solving the radiative transfer equations. The radiative transfer model results show a good agreement with the measured data from the 1995 NASA Jet Propulsion Laboratory WIND radiometer (WINDRAD) campaign. An approximate model is provided to estimate the atmospheric effect on the ocean brightness temperatures based on the overall atmospheric attenuation. The approximate model also compares well with the WINDRAD data. Further comparisons are made between the approximate formula and the radiative transfer results on the ratio of the third Stokes parameter in the atmosphere to the one in free space by varying the atmospheric conditions, surface roughness, and radiation frequencies. The approximate formula shows its usefulness for the prediction of the ocean brightness temperatures. ¿ 1999 American Geophysical Union