1 c. flour
1/2 c. softened butter
1/2 c. chopped pecans

Mix until crumbly. Press into 9 x 13 pan and bake at 350 degrees for 15 minutes. Cool.

SECOND LAYER:

8 oz. softened cream cheese
1 c. Cool Whip
1 c. powdered sugar

Mix together and spread on first layer. Refrigerate.

THIRD LAYER:

3 pkg. instant chocolate pudding
4 1/2 c. milk

Mix as directed and spread on second layer. Top with Cool Whip and chopped pecans.