FIRST LAYER:

1 1/2 c. sifted flour
1 1/2 sticks butter
1 c. chopped nuts, pecans

Cream together flour and butter, add nuts, press into 9 x 13 pan lightly. Bake at 300 degrees for 15 minutes. Do not brown.

SECOND LAYER:

1 lg. (8 oz.) Philadelphia cream cheese, softened
1 c. powdered sugar
1 c. Cool Whip from large carton

Whip together, spread on crust.

THIRD LAYER:

2 pkgs. instant pudding

Mix according to directions on package for pie filling, spread on cheese layer. Top with remaining Cool Whip sprinkle with chopped nuts. Chill. Will keep several days. Lemon or chocolate pudding is delicious. We prefer butter pecan.