1 c. flour
1/2 c. butter
1/2 c. nuts, chopped

Mix together flour, butter, and nuts; press into a 9 x 13 inch pan. Bake in 325 degree oven for 25 minutes, then cool to room temperature.

FILLING:

1 c. Cool Whip (8 oz.)
1 c. powdered sugar
1 (8 oz.) pkg. cream cheese

Combine Cool Whip, powdered sugar, and cream cheese; spread evenly over the cooled crust. 3 c. milk

Combine pudding mix and milk and pour over the first layer.

Topping: Spread the remainder of the container of Cool Whip over the top. Chill before serving. Makes approximately 12 servings.