1 stick butter
1 c. flour
1 c. ground nuts

SECOND LAYER:

1 (8 oz.) pkg. cream cheese
1 c. powdered sugar
1/2 (8 to 9 oz.) carton Cool Whip

THIRD LAYER:

2 lg. pkgs. chocolate pudding
4 c. milk

First Layer: Press into 9 x 13 inch pan. Bake at 350 degrees for 20 minutes. Cool.

Second Layer: Mix together. Spread on First Layer after it is cool.

Third Layer: Mix together. Spread on top of Second Layer. Top with remaining Cool Whip. Refrigerate.