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

Bake at 350 degrees until brown, cool.

2ND LAYER:

12 oz. Cool Whip (use 6 oz. only)
8 oz. cream c cheese
1 c. confectioners' sugar

Cook over medium heat until smooth and creamy, spread over crust.

3RD LAYER:

3 c. milk
2 pkgs. instant chocolate pudding

Beat until thick, spread over 2nd layer.

4TH LAYER:

Spread remaining Cool Whip over other layers. Garnish with chopped nuts and chill.