Many basic definitions and results in the theory of near-rings can be found in G. Pilz (4). We follow these for the most part, except that we use left near-rings rather than right near-rings. We follow exactly an earlier paper, Meldrum (2), where there are detailed definitions and many results relating to faithful d.g. near-rings. Let R be a d.g. near-ring, distributively generated by the semigroup S, which need not be the semigroup of all distributive elements. Denote such a d.g. near-ring by (R, S). Then (R, +) = Gp < S; > where is a set of defining relations in S. Let (T, U) be a d.g. near-ring. Then a d.g. homomorphism θ from (R, S) to (T, U) is a near-ring homomorphism from R to T which satisfies Sθ ⊆ U. If (G, +) is a group, let T0(G) be the near-ring of all maps from G to itself with pointwise addition and map composition. Let End G be the semigroup of all endomorphisms of G. Then (E(G), End G) is a d.g. near-ring. A d.g. near-ring (R, S) is faithful if there exists a d.g. monomorphism θ:(R, S) → (E(G), End G) for some group G.