1/2 c. melted butter
1 c. flour
1 1/2 tbsp. sugar
1/2 c. nuts

Mix together and spread in bottom of pan. Bake at 350 degrees for 15 minutes. Cool completely.

SECOND LAYER:

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

Mix and beat at high speed for 1-2 minutes. Spoon over crust.

THIRD LAYER:

2 pkg. instant chocolate pudding
3 c. milk
1 tsp. vanilla

Mix and spread on second layer.

FOURTH LAYER:

Spread rest of Cool Whip on top and sprinkle with nuts.