1 stick butter
3/4 c. pecans
1 1/4 c. flour
1 pkg. soft Philadelphia cream cheese
1/2 c. powdered sugar
1 c. Cool Whip
3 1/2 c. cold milk
1 lg. and 1 sm. box instant chocolate pudding

CRUST: Mix together butter, chopped pecans, and flour and press in bottom of cake pan. Bake at 350 degrees for 20 minutes and completely cool.

FIRST LAYER: Use mixer and mix cream cheese, powdered sugar and Cool Whip. Spread over cool crust.

SECOND LAYER: Mix together pudding and milk. Beat until thick. Spread over cream cheese topping. Top with Cool Whip and chill.