1 stick butter, melted
1 c. plain flour
1 c. chopped nuts

Mix and spread in pyrex dish. Bake at 375 degrees for 15 minutes or until a little brown. Let cool.

#2 LAYER:

1 (8 oz.) cream cheese, room temperature
1 c. Cool Whip
1 c. powdered sugar

Mix and spread onto baked crust (above).

#3 LAYER:

1 lg. pkg. chocolate instant pudding mix
3 1/2 c. milk

#4 LAYER:

Spread the rest of the Cool Whip for this layer. You can save a little of the chocolate to dot on top.