1ST LAYER:

1 stick softened butter
1 c. flour
1/2 c. ground walnuts

Combine; press into bottom of 9 x 9 inch baking dish. Bake at 350 degrees for 15 minutes. Cool completely.

2ND LAYER:

1 c. confectioners' sugar
8 oz. softened cream cheese
1/2 c. Cool Whip from 9 oz. container

Blend well. Spread on 1st Layer.

3RD LAYER:

2 pkgs. chocolate instant pudding
3 c. milk

Spread on 2nd Layer.

4TH LAYER:

Spread remaining Cool Whip over top and sprinkle with walnut pieces. Refrigerate.