Schiff base N-[2-hydroxy-1-napthalydene]-2-methoxyanilline (3) obtained by the condensation of 2-hydroxy-1- napthalydene (1)with 2-methoxyanilline (2). Formation of Schiff base N-[2-hydroxy-1-napthalydene]-2- methoxyanilline (3) confirmed by TLC, M.P., IR and C,H,N analysis. Further formation of complexes of transition elements like Mn(II), CO(II), Ni(II), Cu(II) and Zn(II) with organic ligand Schiff base N-[2-hydroxy-1- napthalydene]-2-methoxyanilline was studied by the potentiometric technique at 27±0.10C in 60%(v/v) Dioxane - water medium at 0.1M (NaClO4) ionic strength. The stability constants of these binary complexes of N-[2-hydroxy- 1-napthalydene]-2-methoxyanilline with transition elements were evaluated and Order of stability constant found as Cu > Ni > Zn > Mn > CO.