FIRST LAYER:

1 c. flour
3/4 c. coarsely chopped pecans
1 stick butter, melted

Mix together and pat into a 9"x13" pan and bake at 350 degrees for 15 minutes. Cool.

SECOND LAYER:

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

Mix together and spread over first layer.

THIRD LAYER:

2 pkgs. or boxes butterscotch pudding
3 c. sweet milk

Mix and heat. Cool. Then spread over the second layer. Top with a large Cool Whip. Sprinkle with grated coconut and slivered almonds, and maraschino cherry halves.