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

Mix lightly; press into bottom of 9x13 dish. Bake at 375 degrees for 20 minutes.

1 (8 oz.) pkg. cream cheese
1 lg. Cool Whip
1 c. powdered sugar
1 lg. chocolate instant pudding

Mix pudding with 2 1/2 cups milk and allow to set for 30 minutes. Beat softened cream cheese with powdered sugar and fold in 1/2 the Cool Whip. Layer cream cheese mix over the cooled bottom crust, then the pudding and top that with the 1/2 Cool Whip.