1 c. flour
1 c. finely chopped nuts
1 (8 oz.) pkg. cream cheese
1 med. size container Cool Whip
2 sm. pkg. instant chocolate pudding
3 c. milk
1 stick butter
1 c. powdered sugar

CRUST: Mix flour, butter, and 1/2 cup of nuts. Pack into bottom of baking dish (slightly smaller than 9 x 13). Bake at 350 degrees until browned, approximately 20 minutes. Cool.

1st LAYER: Mix together cream cheese, sugar, and 1/3 of Cool Whip. Spread on crust.

2nd LAYER: Mix pudding and milk according to directions on package. Spread on top of cream cheese layer.

TOPPING: Spread on rest of Cool Whip. Sprinkle with remaining 1/2 cup of nuts.

Refrigerate or freeze.