1 c. plain flour
1/2 to 1 c. pecans
1 stick butter, melted
2 sm. pkg. instant chocolate pudding mix
3 1/2 c. milk
1 (8 oz.) pkg. cream cheese
1 c. confectioners sugar
1 med. Cool Whip

Mix flour, butter and nuts in 9 x 13 x 2 inch baking dish. Spread out to edges. Bake at 350 degrees for 15 minutes, or until light brown. Cool. Combine confectioners sugar, cream cheese and 1 cup Cool Whip. Spread on cooled crust. Mix pudding mix with milk and beat until thick. Spread over cream cheese mixture. Top with Cool Whip. Chill in refrigerator for several hours before serving.