1/2 c. butter, softened
1/2 c. flour
1/2 c. chopped nuts
1 (8 oz.) pkg. cream cheese, softened
1 c. powdered sugar
1 lg. container Cool Whip
2 pkg. chocolate pudding (not instant)

Mix butter, flour and nuts. Press into a 9 x 13 inch pan and bake at 350 degrees for 15 minutes. Let cool.

Cream together the cream cheese, powdered sugar, and 1 cup Cool Whip. Spread over cooled crust. Prepare pudding according to directions on package. Cool and pour over cream cheese layer. Top with remainder of Cool Whip. Chill.