1 1/2 c. flour
1 cube butter, melted
1 1/2 c. walnuts, chopped

Mix all together into 9 x 13 inch pan. Bake at 350 degrees for 15 to 20 minutes. Let cool.

2ND LAYER:

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

Beat cream cheese and sugar until blended. Fold in Cool Whip. Spread over crust.

3RD LAYER:

2 sm. pkgs. instant fudge chocolate pudding
2 1/2 c. milk

Mix and spread. Sprinkle with nuts and chill.