Matrix near-rings had been defined by Meldrum and Van der Walt in 1986
and although a fair amount of results on the structure of these near-
rings have been obtained since then, a satisfactory structure theory h
as yet to be developed for matrix d.g. near-rings. In this paper we gi
ve an alternate definition (in fact the dual definition) for matrix d.
g. near-rings and develop a satisfactory structure theory for such d.g
. near-rings.