1 1/2 cup flour
1 1/2 sticks butter
3/4 cup walnuts, chopped

Combine all ingredients together and press into a 13" x 9" x 2" pan. Bake for 15 minutes in a 350F degree oven.

8 oz. cream cheese
1 cup confectioners sugar
1 cup Cool Whip

Mix together and spread on top of cooled crust.

2 pkgs instant chocolate pudding
3 cups cold milk

Mix with electric mixer and spread on top of filling. Top with remaining Cool Whip. Refrigerate.

Submitted by: Belle