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

Combine and put mixture into 13 x 9 inch pan. Bake for 20 minutes at 350 degrees. Cool.

FILLING:

1 (8 oz.) pkg. cream cheese, softened to room temperature

Whip and add:

1 c. sugar

Mix. Fold in:

13 oz. container of Cool Whip

Set aside. Make:

2 pkgs. of Jello instant pudding using 3 c. milk

Spread 1/2 mixture of cream cheese over crust. Spread pudding over that. Then spread the remaining cream cheese mixture on top. Top with ground walnuts. Chill and serve.