1 stick butter
1 c. flour
1/2 c. finely chopped walnuts
8 oz. cream cheese
1 c. powdered sugar
16 oz. Cool Whip
3 c. milk
2 sm. boxes chocolate instant pudding

Melt butter in 9 x 13 inch pan. Mix walnuts and flour with it and put on bottom of pan. Put in 350 degree oven for 20 minutes. Let this cool. Mix with hand or electric mixer, 8 ounce cream cheese with 1 cup powdered sugar and 8 ounce Cool Whip. Put this mixture on top of cooled crust.

Mix 3 cups milk and 2 cartons chocolate instant pudding. Put this on top of cream cheese mixture. Top your dessert with 8 ounces Cool Whip. Ready to serve.