1 1/4 c. flour
1 stick butter
1 1/2 c. finely chopped nuts

Melt butter; mix with flour and nuts. Press into 9 x 13 inch pan and bake at 350 degrees for 20 minutes. Cool completely.

SECOND LAYER:

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

Mix cream cheese and sugar well. Fold in Cool Whip.

THIRD LAYER:

2 sm. pkg. butterscotch instant pudding
3 c. milk

Mix well until thickened. Spread over second layer.

FOURTH LAYER:

Spread on remainder of Cool Whip and sprinkle with chopped nuts.