1 c. ground walnuts
1 c. sifted flour
1 stick butter

Mix and press on bottom of 11 3/4 x 7 1/2 x 1 3/4 inch Pyrex glass dish. Bake 10 minutes at 350 degrees and cool.

SECOND LAYER:

2 lg. cream cheese
1 1/4 c. powdered sugar

Mix together. Fold in 1 1/4 cups Cool Whip. Spread over first layer.

THIRD LAYER:

2 sm. pkg. instant chocolate pudding
3 c. milk

Mix until firm and pour over second layer.

FOURTH LAYER:

Cover 3rd layer with balance of Cool Whip
Sprinkle with nuts

Refrigerate until ready to serve. Recipe calls for a large size Cool Whip. Any flavor instant pudding can be substituted.