CRUST:

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

Soften butter and mix flour, almonds and butter together. Bake for 10 minutes at 375 degrees. Let cool.

FIRST LAYER:

1 (8 oz.) cream cheese
1 c. powder sugar
2 c. Cool Whip

Mix together, spread on crust.

SECOND LAYER:

2 lg. pkg. instant chocolate pudding (mix according to package directions)

Mix together until it begins to thicken. Spread on top of cream cheese layer.

THIRD LAYER:

2 cups Cool Whip, or enough to cover the top of the cake. Then refrigerate.