1 stick butter
1 c. flour
1 c. chopped pecans or walnuts

Blend above put in 9 x 13 inch baking dish. Bake 15 minutes at 375 degrees. Cool completely.

SECOND LAYER:

8 oz. cream cheese
1 c. Cool Whip
1 c. powdered sugar

Mix and spread over first layer. Chill 15 minutes.

THIRD LAYER:

3 c. milk
2 (4 1/2 oz.) pkgs. instant chocolate pudding

Mix and whip until thick. Spread on second layer. Top with the rest of large Cool Whip. Then sprinkle top with nuts.