1ST LAYER:

1 c. flour
1 stick butter
1/2 c. chopped nuts

2ND LAYER:

8 oz. soft cream cheese
1 c. confectioners' sugar

3RD LAYER:

2 pkgs. chocolate or lemon instant pudding
3 c. milk

1ST LAYER: Mix together well and press into 13 x 9 inch baking dish. Bake at 375 degrees for 15 minutes.

2ND LAYER: Beat together and fold in 1 cup Cool Whip. Spread on cooled crust.

3RD LAYER: Add 3 cups milk to pudding. Beat until thick, then spread this layer on. Lastly spread 1 cup Cool Whip on top of pudding. Sprinkle with chopped nuts. Chill overnight or all day.