1 c. flour
1/2 c. butter
1 c. chopped pecans (save few nuts for top)

MIDDLE LAYER:

1 (8 oz.) cream cheese
1 c. sugar
1/2 of 1 lg. Cool Whip topping

TOP LAYER:

1 lg. instant butter pecan pudding mix
3 c. milk
1/2 of 1 lg. Cool Whip topping
Reserved nuts

Make Bottom Layer: Three ingredients mixed then press crumbs into 9 x 13 pan and bake at 350 degrees until light golden. Then cool.

Make Middle Layer: Mix cheese with sugar. Fold in one-half of topping. Spread over crust.

Make Top Layer: Beat mix into milk (3 cups milk) and spread over middle layer. Spread on rest of topping. Add few nuts. Cover. Refrigerate overnight.