1 c. flour
1/2 c. butter
1/2 c. chopped nuts
1 pkg. (8 oz.) cream cheese
1 c. confectioners' sugar
1 lg. container (12 oz.) Cool Whip
2 sm. pkgs. instant chocolate pudding mix

Combine flour, butter, nuts; press into bottom of 11x14 inch pan. Bake for 15 minutes at 350 degrees. Do not brown. Cool.

Combine softened cheese and sugar until blended; fold in 1 cup Cool Whip. Spread over crust.

Prepare pudding mix using only 3 cups of milk. Spread over cream cheese layer. Top pudding layer with remaining Cool Whip and nuts. Refrigerate until serving time.