1 stick butter
1 c. flour
1 c. nuts

SECOND LAYER:

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

THIRD LAYER:

2 sm. boxes instant chocolate pudding
3 1/2 c. milk

First layer: Melt butter, add flour and nuts. Spread evenly over bottom of 9 x 13 inch pan. Cook for 15 minutes in preheated 350 degree oven. Cool.

Second layer: Mix all ingredients for second layer and spread on first layer.

Third layer: Mix chocolate pudding and milk following directions on package. Add to second layer.

Fourth layer: Cover with Cool Whip. A large carton of Cool Whip is enough for second layer and top.