FIRST LAYER:

1 stick butter
1 c. flour, unsifted
1/4 c. chopped walnuts

Mix well with fork until blended. Spread on 9x13 inch pan. Bake at 375 degrees for 15 minutes. Cool.

SECOND LAYER:

1 (8 oz.) pkg. cream cheese
2/3 c. powdered sugar

Mix well and add 1/2 (9 oz.) package Cool Whip. Beat all together and spread on first layer.

THIRD LAYER:

2 pkg. instant pistachio pudding mix
2 1/2 c. milk

Blend together and beat until mixture becomes thick and spreadable. Spread over second layer. Beat other half package of Cool Whip topping until smooth and spread over top of third layer. Refrigerate.