1/2 c. butter
1 c. flour
1 c. walnuts or pecans
1 (8 oz.) pkg. cream cheese
1 tsp. vanilla
1 c. powdered sugar
1-2 c. Cool Whip
2 sm. pkgs. instant or regular pudding
2 1/2 - 3 c. milk

In a 9"x13" pan, mix butter and flour and nuts. Bake 10 to 15 minutes at 350 degrees. Then cool. Then mix cream cheese and powdered sugar and fold in Cool Whip. Press this mixture on crust. Mix pudding, vanilla and milk and put on top of cream cheese layer. Cover with left over Cool Whip.

You can top with nuts or toasted coconut.