1 stick butter, softened
1 1/4 c. flour
1/2 c. pecans

SECOND LAYER:

8 oz. cream cheese
1 c. confectioners' sugar
1/2 of lg. container Cool Whip

BOTTOM LAYER: Mix above ingredients together. Put in buttered 9"x13" baking pan. Press in bottom of pan as you would a graham cracker crust. Bake at 350 degrees for 20 minutes. Cool thoroughly.

SECOND LAYER: Whip the ingredients together. Pour over crust.

THIRD LAYER: Mix 2 small boxes chocolate instant pudding with 3 cups milk.

TOP LAYER: Whip pudding and milk for 2 minutes at high speed with mixer. Add to pan and top with remaining Cool Whip. Top with pecans.