BOTTOM LAYER:

1 c. flour
1/2 c. butter, softened
1 c. chopped pecans

Mix and spread into greased 13"x9" pan. Bake at 350 degrees for 15 to 20 minutes. Cool completely.

MIDDLE LAYER:

8 oz. cream cheese, softened
1 c. sugar
1 (12-14 oz.) Cool Whip

Mix cheese and sugar and half of Cool Whip. Spread over crust.

TOP LAYER:

1 lg. or 2 sm. pkgs. pudding mix (butterscotch is best)

Make pudding according to directions (use less milk then called for). Let it cool completely. Spread remaining Cool Whip on top, top with finely chopped nuts. Cover and refrigerate.