LAYER #1:

1 1/2 stick butter, melted
1 1/2 c. flour
3/4 c. chopped nuts

Blend together. Press into 9x12 inch pan. Bake at 350 degrees for 20 minutes. Cool.

LAYER #2:

8 oz. cream cheese
1 c. powdered sugar
1 c. Cool Whip

Spread over first layer.

LAYER #3:

2 pkg. instant pudding (any flavor)
4 c. milk

Mix well, according to directions and spread over second layer.

LAYER #4:

Cover with Cool Whip and chopped nuts closer to serving.