Stephen Freda of Pennington, N.J., had some reservations about Potomac School of Law when he plunked down $3,200 for classes in the fall of 1975. The school lacked accreditation and had to borrow space from a little-known university in Southwest Washington.

But Potomac soon moved into plush quarters at the Watergate office building. And it boasted some well-known names on its faculty and board: D.c. cOurt of Appeals judges Frank Nebeker and William Pryor and D.C. Superior Court judges John Fauntleroy and Tim Murphy. Later on, House Judiciary Committee Chairman Peter Rodino was awarded an honrary degree and former U.S. District Judge John Sirica came by to speak to the students.

"We all figured they weren't going to align themselves with a fly-by-night operation," Freda said. "But if I knew then what I know now, I never would have gone."

What Freda has learned -- and the school's 200 students fear -- is that the six-year-old school, described as an "educational chain letter" by one former president, apparently is headed for extinction. Some items:

The District of Columbia Educational Institution Licensure Commission, which permits the school to grant degrees, is preparing to shut it down.

The American Bar Association not only refuses to accredit the school after an inspection last year, but also predicts that future accreditation is unlikely. Without accreditation, Potomac graduates cannot practice in D.C. courts. The Georgia bar, the only one in the country regularly to permit Potomac graduates to take its entrance examiniation, may not do so in the future.

The school's financial situation, precarious virtually from the day it was founded, is deteriorating rapidly. About $300,000 in debt, Potomac fell $55,000 further in debt in the 77 days between Sept. 1 and Nov. 15.

For the students, perhaps most importantly, enrollment is well below the high of 350 students and no new students are being recruited. Five of the eight full-time faculty planned for this semester have been dropped, leaving the school with only three full-time professors and about 15 part-time teachers.

At the moment Potomac can be found sharing classroom space in downtown Washington at Benjamin Franklin University. Its law library is in cardboard boxes.

Despite those problems, the chairman of Potomac's board, Irwin Sherwin, professes to be optimistic about the institution's future. "We are going forward," said Sherwin, an art and antiques dealer who lives in Florida. "We might ask the ABA to come back in October [for an inspection] so we can be accredited maybe by next February. Compared wot what it was, the situation is just great."

Potomac's struggle for survival, as told by present and former students and staff, is a story of a revolving door board of directors, constant mismanagement, false promises and wishful thinking.

Most importantly, it is a story of the shattered hopes of more than 600 students who together spent some $3.5 million to become lawyers -- or so they thought.

"We needed a break," said one former student who asked not to be identified, pointing out that virtually all of the students go there because they were denied admission everywhere else. They [Potomac] gave us that break and we wanted to believe [that the school] could make it."

Every student interviewed said school authorities never claimed the school was accredited. Students said they understood that accreditation was necessary to allow them to take the D.C. bar and most other state examinations. About 80 of the school's graduates, Potomac's supporters say, have passed the Georgia bar examination, a step which enables them to qualify for the Maryland bar exam. Approximately 20 are practicing in those states.

But several of the school's current and former students said it was not simply self-deception, wishful thinking or the distinguished professors that led them to believe everything would work out.

In the first few years, the students said they were told repeatedly by the school's founder, William D. Hurley, that Potomac was on the verge of merging with an accredited institution. It never happened and those now in charge of the school say they don't know why. Hurley could not be reached for comment.

The students say they were told that an application was being made "as soon as possible" to the ABA for accreditation. Several students said that a letter to the ABA asking for an inspection was posted on the bulletin board in the spring of 1978. In fact, no request for accreditation was sent until the fall of 1979.

That letter was sent by President Thomas Brennan, former chief justice of the Michigan Supreme Court and founder of the Thomas M. Cooley Law School, an accredited institution with 1,000 students in Lansing, Mich. l

Brennan said he was called in the summer of 1979 to see what could be done to salvage the foundering Washington school. The students had hired an attorney to sue Potomac if something wasn't done about its accreditation and financial problems.

The first thing Brennan said he discovered was that the school "had no financial records. They didn't regularly balance the checkbook; there were no monthly statements of accounts; there was no budget approved by the board and they had no idea what was owed to whom."

Brennan's tenure as president lasted only three months. The faculty unanimously opposed his plans to restructure their workload. Students objected to what they felt was his attempt to abolish Potomac and make the school an adjunct of his school in Michigan.

Brennan's resignation letter in November 1979 criticized what he felt was a pervasive self-delusion. "The faculty, students and Board members have permitted themselves to believe that ABA accreditation could be bought quickly, if enough money or credit could be found.

"They have believed, because they wanted to believe, every rumor about wealthy patrons and sponsors, government give-away programs, and legal grimmickry.

"They refuse to accept the truth about Potomac; that it has become an educational chain letter, offering images and illusions until each new wave of hapless victims is forced to participate in the scheme," Brennan wrote.

The board and Potomac's administration have been as unstable as the school. Only four of the 18 directors listed in October 1978 remain on the board and numerous others have agreed to serve, only to resign after a brief period.

After its fifth president resigned last October, Richard Granat, a local lawyer whose firm advises educational institutions, took over as interim dean and president until the end of this month.

One look at the books convinced Granat that Potomac would have to suspend recruitment. Six students who had been accepted for enrollment this month were told not to come.

Granat, though optimistic, says he recognizes the difficulties. He has worked with four colleges in financial trouble and "this [Potomac] is the worst."

Granat said he will propose that the board convert Potomac into a for-profit institution and revamp the curriculum to focus on the growing use of computers in legal research using $1 to $2 million he hopes to entice from some "high technology corporations."

Granat knows his time is running out.

Rohulamin Quander, chairman of the D.C. licensure commission, says the school is going to have to "answer some very hard questions" in the coming weeks or the commission will "take steps to revoke the license."

"My impressions are that the students have been misled and are continually being misled and that the burden is going to be upon the licensure commission to either shut this institution down or make some very strict and stringent requirements [to allow it to continue]," Quander wrote after a visit to the school a year ago.

Last August, the commission voted to grant a three-year license extention, provided that Potomac, among other things, stabilized its financial situation, found adequate housing after moving out of the Watergate, and showed that its educational quality had not deteriorated.

The commission members reportedly are deeply skeptical that Granat can come up with a viable rescue plan. "Granat is very good," one source said, "but he isn't Superman."

One commissioner reportedly was willing to "give them 27 more chances -- except that they are practicing on real live innocent students."