1 stick butter
1 c. flour
1 c. walnuts, chopped

Melt butter and mix with other ingredients. Bake in 9 x 13 inch pan at 350 degrees for 15 to 20 minutes. Let cool.

1ST LAYER:

1 (8 oz.) pkg. cream cheese
1/3 c. sugar
6 oz. Cool Whip

Mix well and spread for first layer.

2ND LAYER:

1 pkg. instant vanilla (sm. pkg.)
1 pkg. instant chocolate (sm. pkg.)
3 c. milk

Mix well and spread for 2nd layer.

3RD LAYER:

1 (6 oz.) Cool Whip
Nuts, chopped
Chocolate, shredded

Spread Cool Whip on top with chopped nuts and shredded chocolate. Chill 1 hour before serving.