2 c. flour
3/4 c. butter
1/2 c. walnuts, finely chopped
1 (8 oz.) pkg. cream cheese (room temperature)
3/4 c. confectioners' sugar
1 (9 oz.) container Cool Whip
3 c. milk
2 (3 3/4 oz.) pkgs. instant chocolate pudding mix

In medium pan, mix flour and butter with pastry blender. Stir in walnuts and press mixture into the bottom of 13 x 9-inch pan. Bake 20 minutes, or until lightly brown, at 325 degrees. Remove from oven and cool.

Beat sugar and cream cheese until smooth and creamy. Fold in 1 1/2 cups Cool Whip and spread mixture over crust.

Mix together 3 cups milk and pudding mixes until thick. Spread pudding over cream cheese mixture. Chill until set.

Top with remaining Cool Whip. Sprinkle with walnuts. Refrigerate.