1 (16 oz.) bag Oreos
1 stick butter
1/2 c. sugar
1 (8 oz.) cream cheese
1 (12 oz.) Cool Whip
1 lg. chocolate instant pudding

Crush Oreos until fine. Melt butter and mix with Oreos. Press 2/3 of mixture in 9 x 13 inch pan. Cream sugar and cream cheese together. Add Cool Whip and mix well. Spread in pan. Mix chocolate pudding as directed. Put in pan. Sprinkle rest of Oreos on top of pudding. Keep it chilled.