1ST LAYER:

1 c. flour
1/2 c. melted butter
1/2 c. chopped walnuts

Mix and press into 9"x13" glass dish, bake for 15 minutes at 350 degrees. Cool slightly.

2ND LAYER:

8 oz. cream cheese, very soft
1 c. powdered sugar
1 c. Cool Whip

Mix and cream well. Spread mixture on first layer, be careful when spreading.

3RD LAYER:

2 pkgs. instant pudding, vanilla, butterscotch or chocolate
1 tsp. vanilla
Milk

Add amount of milk called for on pudding package, put into mixer bowl and beat 2 to 3 minutes. Pour over 2nd layer.

4TH LAYER: Stir remaining Cool Whip and spread over 3rd layer. Sprinkle top with ground nuts. Refrigerate overnight.