CRUST:

1 1/2 c. flour
3/4 c. butter, softened

Cream together. Put into 9x13" greased pan. Bake 20 minutes at 325 degrees. Cool completely.

CHEESE LAYER:

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

Cream cheese, add sugar and Cool Whip. Spread over crust.

PUDDING LAYER:

3 pkg. chocolate instant pudding
3 c. milk

Mix pudding with 3 cups cold milk and beat until thick. Spread over cheese layer.

Top with remaining Cool Whip. Chill 4 hours.

Note: Lemon or any other flavor instant pudding may be substituted.