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

Work flour, butter and walnuts like pie crust. Press into ungreased 13 x 9 inch pan. Bake at 400 degrees for 15 minutes and cool.

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

Beat together 1 cup Cool Whip, cream cheese and powdered sugar. Pour over cooled crust.

2 pkgs. instant pudding (any flavor)
3 c. milk

Mix your pudding with the milk until thick and spread over second layer. Cover with remaining Cool Whip and cool in refrigerator.