1st Layer:

1 1/2 c. flour
1 1/2 sticks butter
1/2 c. chopped nuts

2nd Layer:

1 (8 oz.) package cream cheese (softened)
1/2 large carton cool whip
2/3 c. powdered sugar

3rd Layer:

2 small (3 oz.) packages instant pudding any flavor
2 3/4 c. milk

Mix together the three ingredients for 1st layer until crumbly like corn meal. Press into 13x9x2-inch dish and bake on 350°F about 15 mins. Cool. Mix the three items for the 2nd layer and pour over 1st layer. Beat items together for 3rd layer and pour this on 2nd layer. Top with cool whip. Cool in refrigerator.