1 box graham crackers
3 sm. pkgs. French vanilla pudding
3 c. milk
8 oz. Cool Whip

Butter a 9"x13" Pyrex dish. Cover bottom of dish with layer of whole graham crackers. In a mixing bowl mix instant French vanilla pudding with milk. Beat until thick. Fold in Cool Whip. Spread 1/2 mix over graham crackers. Add 2nd layer of graham crackers. Spread remaining mix over 2nd layer. Add a final layer of crackers. Put on topping.

TOPPING:

1 c. sugar
1/8 tsp. salt
1/2 stick butter
1/4 c. milk
1/3 c. cocoa
1 tsp. vanilla