CRUST:

2 c. flour
2 sq. butter
3/4 c. chopped nuts

Blend butter, flour and nuts with fork or hands. Press in the bottom of buttered 13x9 inch pan. Bake 25 to 30 minutes at 350 degrees.

CHEESE FILLING:

1 c. confectioners sugar
1 c. Cool Whip
1 (8 oz.) pkg. cream cheese at room temperature

Beat cheese with confectioners sugar. Add Cool Whip and mix well with spoon. Spread on cooled crust.

PUDDING FILLING:

2 pkg. instant chocolate pudding
3 c. milk

Spread on top of cheese filling. Spread remaining Cool Whip on top. Sprinkle with chopped nuts. Keep refrigerated until ready to serve.