1 c. flour
1/2 c. butter
1/2 c. ground walnuts
8 oz. cream cheese
1 c. powdered sugar
3 c. milk
16 oz. Cool Whip
2 sm. pkgs. chocolate instant pudding

Melt butter and mix with flour and nuts. Press evenly into bottom of 9"x13" pan. Bake at 350 degrees for 10 to 12 minutes and cool. Cream together cream cheese, powdered sugar and 8 ounces of the Cool Whip. Spread over the cooled crust. Make pudding with the 3 cups of milk and spread over cream cheese mixture. Spread remaining 8 ounces of Cool Whip on top. Sprinkle with a little ground nuts. Keep refrigerated.