1/2 c. butter
1 c. flour
1 (8 oz.) pkg. cream cheese, softened
1 c. 10X sugar
12 oz. Cool Whip
2 sm. (3 oz.) pkg. instant chocolate pudding
3 c. milk

Cream together flour and butter and press into 9x13 inch pan. Bake at 350 degrees for 20 minutes, cool. Mix softened cream cheese and sugar. Add 1 to 1 1/2 cups Cool Whip. Spread over cooled crust.

Mix together pudding and milk and spread over cheese layer. Spread remaining Cool Whip over pudding. Refrigerate 1 day before serving.