Metal (II) complexes of Co, Ni and Cu with Schiff base derived from 2, 4-Dihydroxy-5-acetylacetophenone and Aminothiophenol (DAAAP) were synthesized and characterized by elemental analysis, FTIR, I H NMR, electronic spectra, thermal analysis, magnetic susceptibility and conductometric measurements. On the basis of these studies, a six coordinated octahedral geometry has been proposed for all the complexes. The Schiff base and its complexes were tested for biological activity against various types of Grampositive (Bacillus subtilis ATTC 6051 and S. pyogones ATTC 12600) and Gram negative bacteria (Escherichia coli ATTC 11775 and Proteus vulgaris ATTC 13315) and Fusarium solani Martius and Aspergillus niger Fungus. It has been found that metal complexes are found to have sensitivity for inhibition of Gram-positive more than Gram-negative bacteria. All the metal complexes show antifungal activity and it is clear from the data that the complexes exhibit more antifungal activity compared to the parent ligand. INTRODUCTION: Schiff bases and their bioactive complexes have been studied extensively over the past decade 1, 2. Schiff bases are useful chelators because of their ease of preparation, structural varieties, varied denticities and subtle steric and electronic control on their framework. Many Schiff base ligands have been reported by their potential applications in industry, pharma, drug, and catalysis. Metal complexes of Schiff base ligands have shown a wide variety of applications in the medicinal 3, 4 and biological fields 5, 6 such as antibacterial, anti-proliferative, antimalarial, anticancer 7-9 , antifungal, anti-inflammatory, antiviral and antipyretic properties 10 .