Organic ligand N-[2-hydroxy-1-napthalydene]-2-methylanilline (3) was obtained by the condensation of 2-hydroxy- 1-napthalydene (1)with 2-methylanilline (2). Formation of Schiff base (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 N-[2-hydroxy-1-napthalydene]-2-methylanilline 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 N-[2- hydroxy-1-napthalydene]-2-methylanilline with transition elements were evaluated and Order of stability constant found as Cu >Co > Zn >Ni > Mn.