2 c. flour
1 c. nuts
1 c. butter

Mix like pie crust. Press into 9x13 pan. Bake at 350 degrees for 15 minutes or until light brown. Cool.

2ND LAYER:

1 (8 oz.) cream cheese
1 c. powdered sugar

Cream together until light and fluffy.

Fold in:

Pour over crust.

3RD LAYER:

Mix: 2 1/2 c. milk

Spread over 2nd layer. Chill.

4TH LAYER:

Spread with 1 (9 ounce) Cool Whip. Sprinkle with nuts. Chill. Can be frozen and served later.