FIRST LAYER:

1 c. flour
1/2 c. butter
1/2 c. chopped nuts

Mix like a pastry. Press into 9 x 13 pan. Bake at 350 degrees for 10 to 15 minutes and cool.

SECOND LAYER:

1 pkg. (8 oz.) cream cheese
1 c. powdered sugar
Cool Whip

Beat until light cream cheese and powdered sugar. Fold in 2/3 large container Cool Whip. Spread on crust.

THIRD LAYER:

2 pkg. chocolate instant pudding
2 1/2 c. milk

Make pudding with 2 1/2 cups milk, place on cream cheese layer. Spread on 1/3 (or remaining) Cool Whip. Top with toasted nuts or cocoa sprinkle or coconut. Buy large Cool Whip and divide 2/3 and 1/3).