FIRST LAYER:

1 1/2 c. flour
1 1/2 sticks soft butter
1/2 c. nuts

Press into 13 x 9 pan. Bake 15 minutes at 350 degrees or until brown. Cool.

SECOND LAYER:

8 oz. softened cream cheese
1 c. conf. sugar
Fold with 8 oz. Cool Whip

Mix cream cheese and sugar until creamy. Fold in cool Whip. Spread on cool crust.

THIRD LAYER:

2 pkg. instant pudding (your choice)
3 c. milk

Beat as directed. Put on top of cream cheese mixture. Top with 8 ounce Cool Whip and sprinkle with nuts. Keep refrigerated.

Yields 12 servings.