CRUST:

1 1/4 c. flour
1 stick butter
1/3 c. walnuts, cut fine

Mix thoroughly, spread and pat down in 9x13 inch pan. Bake at 425 degrees for 8-9 minutes. Cool.

TOPPING:

FIRST LAYER: Whip 1 (8 oz.) package cream cheese and 1 cup confectioners' sugar. Add half of a large Cool Whip. Mix and spread in cooled crust.

SECOND LAYER: Beat together 2 boxes instant chocolate pudding and 3 1/2 cups milk. Pour over first layer. Refrigerate.

Before serving, top with the rest of the Cool Whip and top with chopped nuts.