1 1/4 c. chopped nuts

16 oz. Cool Whip

1 c. powdered sugar

3 sm. pkg. chocolate pudding instant mix

4 1/2 c. milk

1 bag chocolate chips

Preheat oven to 375 degrees. 9 x 13 inch pan.

1. Melt butter. Combine flour and nuts. Press in pan. Bake 15- 20 minutes. Cool.

2. Mix cream cheese, 10 ounce of Cool Whip and powdered sugar. Spread over 1st layer.

3. Mix pudding with milk and spread on 2nd layer.

4. Spread remaining Cool Whip on 3rd layer. Cover with nuts and chocolate chips. Refrigerate overnight.