1ST LAYER:

1 c. flour
1/2 c. butter
1/2 c. finely chopped pecans
1 tbsp. sugar

Cut butter into flour mixture until small pieces. Press into 13 x 9 pan. Bake at 375 degrees for 10 to 15 minutes, until light golden tan. Cool.

2ND LAYER:

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

Mix well and spread over first layer.

3RD LAYER:

2 sm. pkg. instant pudding
3 c. cold milk

Whip until thick and spread over second layer. Put remaining Cool Whip on top and nuts if desired.