CRUST:

3/4 c. butter
1 1/2 c. flour
3/4 c. nuts, chopped
1 (8 oz.) pkg. cream cheese

FILLING:

1 c. powdered sugar
1 (13 oz.) Cool Whip
2 boxes chocolate instant pudding
3 c. milk

Combine butter, flour and nuts; mix well. Press in 9"x13" pan. Bake at 375 degrees for 15 minutes. Cool completely.

Combine cream cheese, sugar and 1/2 of Cool Whip; mix well. Spread over crust and chill. Combine pudding and milk. Beat 2 minutes at medium speed. Spread over cream cheese layer. Spread remaining Cool Whip over pudding layer. Top with nuts.