1 1/2 sticks of butter, real soft, don't melt
1 1/2 c. chopped pecans
1 1/2 c. plain flour

Mix together and place in 9 x 13 inch pan to make a crust. Preheat oven and bake at 325 degrees for 30 minutes.

2ND LAYER:

11 oz. cream cheese
1 lg. Cool Whip
1 c. powdered sugar

Mix this with mixer and put on top of crust.

3RD LAYER:

3 1/2 c. sweet milk
1 tbsp. vanilla
1 lg. & 1 sm. box chocolate pudding

Mix in mixer and spread on second layer. Top this with 12 ounce large Cool Whip. Put into refrigerator and chill.