FIRST LAYER:

1 c. flour
1 stick butter, softened
1 c. chopped nuts

SECOND LAYER:

1 c. Cool Whip
1 c. confectioners sugar
8 oz. cream cheese, softened

THIRD LAYER:

2 sm. pkgs. instant chocolate pudding
3 c. milk
8 oz. pkg. Cool Whip, less 1 cup used in 2nd layer
1/4 to 1/2 c. chopped nuts

Mix first 3 ingredients together and press into bottom of ungreased 9 x 13 inch pan. Bake at 350 degrees for 15 minutes. Cool. For second layer, combine 1 cup Cool Whip, confectioners sugar and cream cheese. Mix well and spread over first layer. For third layer, mix pudding and milk together on low speed for 2 minutes. Spread over cream cheese layer. Spread with remaining Cool Whip. Sprinkle with chopped nuts (1/4 to 1/2 cup). Refrigerate for 2 hours.