A topology optimization approach is proposed for the optimal design of bi-material distribution on underwater shell structures. The coupled finite element method (FEM) / boundary element method (BEM) scheme is used for the system response analysis, where the strong interaction between the structural and the acoustic domain is considered. The Burton-Miller formulation is used to overcome the fictitious eigen-frequency problem when using a single Helmholtz boundary integral equation for exterior acoustic problems. The design variables are the artificial densities of design material elements in a bi-material model constructed by the solid isotropic material with penalization (SIMP) method, and the minimization of sound power level (SWL) is chosen to be the design objective. In this study, the adjoint operator method is employed to calculate the sensitivity of the objective function with respect to the design variables. Based on the sensitivity information, the gradient-based optimization solver is finally applied for updating the design variables during the optimization process. Numerical tests are provided to illustrate the correctness of the sensitivity analysis approach and the validity of the proposed optimization procedure. Results show that the heavy fluid feedback has a big impact on the final design, and thus it is necessary to conduct a strong coupling scheme between the fluid and structures. In addition, the optimal design is strongly frequency dependent, and performing an optimization in a frequency band is generally needed.