A new 3DVAR-based Ocean Variational Analysis System (OVALS) is developed. OVALS is capable of assimilating in situ sea water temperature and salinity observations and satellite altimetry data. As a component of OVALS, a new variational scheme is proposed to assimilate the sea surface height data. This scheme considers both the vertical correlation of background errors and the nonlinear temperature-salinity relationship which is derived from the generalization of the linear balance constraints to the nonlinear in the 3DVAR. By this scheme, the model temperature and salinity fields are directly adjusted from the altimetry data. Additionally, OVALS can assimilate the temperature and salinity profiles from the ARGO floats which have been implemented in recent years and some temperature and salinity data such as from expendable bathythermograph, moored ocean buoys, etc. A 21-year assimilation experiment is carried out by using OVALS and the Tropical Pacific circulation model. The results show that the assimilation system may effectively improve the estimations of temperature and salinity by assimilating all kinds of observations. Moreover, the root mean square errors of temperature and salinity in the upper depth less than 420 m reach 0.63℃ and 0.34 psu.