FIRST LAYER:

1 c. chopped pecans
1 c. pre-sifted flour
1 stick butter
2 tbsp. granulated sugar

Cream sugar and butter; add flour and pecans. Press in bottom of large cake pan and bake 15 minutes in a 350 degree oven.

SECOND LAYER:

1 sm. carton Cool Whip
1 (8 oz.) pkg. cream cheese
1 c. sifted powdered sugar

Cream together and spread over cooled first layer.

THIRD LAYER:

4 1/2 c. cold milk
2 lg. boxes chocolate instant pudding mix

Mix as you would any instant pudding. Spread over second layer. Top with Cool Whip if desired. Serves 15 or more. Try lemon, butterscotch, or any other flavor.