1ST LAYER:

1 c. flour
1/2 c. chopped nuts
1/2 c. butter

Mix and bake in 9"x13" pan at 375 degrees until light brown, approximately 15 minutes.

2ND LAYER:

2 pkgs. instant pudding (any kind)
3 c. milk

Mix pudding with milk. Beat until thick and smooth. Spread over 1st layer.

3RD LAYER:

Spread 2 cups Cool Whip over the top of the other two layers. Chill overnght.