CRUST:

1/2 c. butter
1 c. flour
1/2 c. chopped or slivered almonds (walnuts or pecans can also be used)

Mix - crust ingredients until mealy. Spread in 9 x 13 inch pan. Bake at 350 degrees for 15 minutes. Cool.

FILLING:

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

Beat cream cheese and powdered sugar until creamy. Fold in Cool Whip and spread on crust.

TOPPING:

3 c. milk
2 (4 oz.) instant chocolate pudding
1 c. Cool Whip
Chopped nuts for top

Mix milk with pudding mix. Let stand until thick. Spread pudding on cream cheese layer. Spread remaining Cool Whip on pudding. Sprinkle nuts on top. Chill.