1 c. flour
1/2 c. butter
2 1/2 c. portions walnuts, chopped
1 c. powdered sugar
8 oz. cream cheese
1 lg. container Cool Whip
2 sm. pkg. instant chocolate pudding
1 sm. container Cool Whip
2 1/2 c. milk

Crust: Mix together flour, butter and walnuts. Pat into greased 9 x 13 inch baking dish and bake at 350 degrees for 10-15 minutes. Let cool.

Filling - 1st layer: Beat together powdered sugar and cream cheese until light and fluffy. Fold in 1 large carton of Cool Whip and spread mixture over cooled crust.

2nd Layer: Beat pudding and 2 1/2 cups milk until thick. Spread over 1st layer.

Topping: Spread 1 small carton Cool Whip over the chocolate layer and sprinkle with chopped nuts. Refrigerate.