In the study of the theory of rings, matrix rings, group rings, algebras, and so on, play a very important role. However, the analogous systems may not exist in the theory of near-rings. Recently Ligh obtained a necessary and sufficient condition for the set of n × n matrices with entries from a near-ring to be a near-ring. This opens the door for the study of other structures such as group near-rings, algebras, and so on. In this paper we initiate a study of the basic properties of pseudo-distributive near-rings, which is exactly the class of near-rings needed to carry out the construction of matrix near-rings, group near-rings, polynomials with near-ring coefficients, and so on.