1 c. flour
1/2 c. chopped walnuts
1/2 c. butter

Combine the above and mold into a 13x9 inch pyrex plate. Bake for 10 minutes at 350 degrees. Allow to cool completely.

SECOND LAYER:

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

Combine the above and spread on cooled crust.

THIRD LAYER:

2 lg. pkgs. instant chocolate pudding
3 c. cold milk
1 tsp. vanilla

Beat the above until thick, top with Cool Whip and sprinkle with walnuts.