1 1/2 c. plain flour
1 c. nuts, chopped
1 1/2 sticks butter, melted
1 1/2 c. powdered sugar
8 oz. cream cheese, softened
1 lg. carton Cool Whip
2 pkgs. chocolate instant pudding
3 c. milk
3/4 c. sugar

CRUST:

Mix flour, nuts and butter together, and spread into bottom of 9 x 13 inch pan. Bake at 300 degrees for 30 minutes or until crisp and done.

FILLING:

Mix powdered sugar, cream cheese and 1/2 container Cool Whip. Beat together and spread on crust.

Mix chocolate pudding, milk and sugar; beat until thick. Spread on top of filling and cover with remaining half of Cool Whip. Cover and refrigerate or freeze.