1 1/2 c. flour
1 1/2 sticks butter
2/3 c. walnuts

Mix flour, butter and walnuts and press into 9 x 13 inch pan. Bake at 350 degrees for 25 minutes, cool completely.

STEP 2:
8 oz. cream cheese
1 c. powdered sugar
1 (9 oz.) Cool Whip

Mix cream cheese, powdered sugar and 1/2 carton of Cool Whip. Spread on cooled crust.

STEP 3:
2 sm. instant pudding
3 c. milk

Mix instant pudding and milk, spread on cream cheese layer. Cover pudding with remaining Cool Whip. Refrigerate.