FIRST LAYER:

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

Prepare crust by mixing above ingredients. Press mixture (using hands) in bottom of 9x13 inch pan. Bake 15 minutes in 350 degree oven.

SECOND LAYER:

1 c. Cool Whip (from 12 oz. size)
1 c. confectioners' sugar
1 (8 oz.) cream cheese, softened

Beat by hand until fluffy. Spread carefully over crust. Will spread better if crust has been chilled in refrigerator.

THIRD LAYER:

2 (3 oz.) pkg. instant chocolate pudding

Prepare pudding according to directions, using only 3 cups milk. Spread over second layer.

FOURTH LAYER:

Top with Cool Whip. Chill until firm.