1ST LAYER:

1 c. flour
1 stick butter
3/4 c. chopped nuts

2ND LAYER:

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

3RD LAYER:

3 c. cold milk
2 (3 oz.) pkgs. instant chocolate pudding

Combine 1st layer and pat into 9"x13" pan. Bake at 350 degrees for 15 minutes. Cool. Cream softened cream cheese and powdered sugar together, add Cool Whip. Spread over 1st layer. Add milk to pudding and beat for 2 minutes, spread over 2nd layer. Chill.