FIRST LAYER:

1 1/2 c. flour
1 c. chopped nuts
1 1/2 sticks butter
2 big tbsp. brown sugar

Mix and spread on bottom of 9"x13" baking pan. Bake at 350 degrees for 25 minutes. Cool completely.

SECOND LAYER:

1 c. confectioners' sugar
6 oz. cream cheese
9 oz. Cool Whip

Mix and whip until creamy. Keep in ice box until set good.

THIRD LAYER:

3 c. milk
1 box chocolate instant pudding mix

Mix and spread on second layer. Chill until set. Top with another 9 ounces of Cool Whip.