1 stick butter
1 1/4 c. flour
1/2 c. chopped pecans
8 oz. cream cheese
1 c. powdered sugar
1 lg. Cool Whip
2 boxes instant chocolate pudding
3 c. milk

Blend butter and flour until mealy. Add pecans. Pat in 9 x 13 inch pan and bake at 375 degrees for 4 minutes; cool.

Whip cheese and sugar. Fold in 1/2 of Cool Whip. Spread gently over crust. Chill 20 minutes. Make pudding, using only 3 cups of milk. Whip and spread over cream cheese layer. Chill 20 minutes. Top with rest of Cool Whip. Yields 12 servings.