CRUST:

1 1/4 c. flour
1/2 c. nuts
1 stick butter

Mix all together and pat into 9x13 inch pan. Bake 15 to 20 minutes at 350 degrees. Cool.

FILLING:

1 (8 oz.) pkg. cream cheese
1/2 lg. container Cool Whip
1 c. powdered sugar

Whip together and spread on cooled crust.

TOPPING:

2 sm. pkg. instant pudding
3 c. milk

Whip 5 minutes with electric mixer and spread over filling. Cool at least 30 minutes and top with remaining Cool Whip. Top with chopped nuts, if desired.