1 1/2 c. plain flour
3/4 c. chopped nuts
1 stick butter, melted

Mix together and spread in 13 x 9 inch or 2 round pans. Bake at 350 degrees for 15 minutes.

1ST LAYER:

1 (8 oz.) pkg. cream cheese
1 c. confectioners' sugar
1 c. Cool Whip

Mix and spread on cooled crust.

2ND LAYER:

2 pkg. butterscotch instant pudding mix
3 1/2 c. milk

Mix according to pudding directions. Spread on 1st layer.

3RD LAYER:

Spread remainder of 8 ounce Cool Whip on butterscotch mixture. Sprinkle with nuts. Chill.