1ST LAYER:

1 1/4 c. flour
1/2 c. nuts, chopped
1/2 c. butter

Mix well, pat in 9 x 13 inch baking dish. Bake 20 minutes at 350 degrees. Cool.

2ND LAYER:

1/2 c. powdered sugar
1 (8 oz.) pkg. cream cheese
1/2 carton Cool Whip

Blend powdered sugar and cream cheese. Fold in 1/2 carton Cool Whip. Spread on cooled crust.

3RD LAYER:

2 pkgs. instant butterscotch pudding

Spread on top.

4TH LAYER:

Spread on remaining Cool Whip. Sprinkle with chopped nuts. Refrigerate.