Various Schiff bases(3a-e) were prepared by condensation reaction of 8-hydroxy-5-quinoline carboxaldeyde1 and different subsititured acids (2a-e). The schiff bases (3a-e) were then reacted with acetic anhydride in sodium acetate and yielded 4-8(-hydroxy quiolinden-5-)-2-substituted phenyl oxazolone. All the oxazolone derivatives were characterized by elemental analysis, spectral studies and antimicrobial activities. One of the oxazolone (4b) was then treated with transition metal salts and yiled the metal chelates. All the metal chelates of 4b were characterized by metal; lignad (M:L) ratio, magnetic moment, reflectance spectra and anti-microbial activities.