CRUST:

1 c. flour
1/2 c. soft butter
1/2 c. walnuts

SECOND LAYER:

8 oz. cream cheese
1 c. Cool Whip
1 c. powdered sugar

THIRD LAYER:

2 pkg. instant pudding
3 c. milk (not 4 as on box)

Mix crust like pie crust. Press in bottom of buttered 9x13 inch pan. Bake at 325 degrees for 15 minutes.

For second layer, beat cream cheese, powdered sugar, and Cool Whip. Place on crust.

For third layer, blend ingredients 2 minutes. Spread over cream cheese layer. Thickens as chills. Top with remaining Cool Whip.