1/4 lb. butter
1/2 cup finely chopped pecans
1 cup flour

Mix and pat into 9x13" pan. Bake 15 minutes at 350F. Let cool.

8 oz. pkg. Philadelphia cream cheese
1 cup icing sugar

Cream 2 ingredients together and fold in 1 1/2 cups Cool Whip. Spread on cooled crust. Refrigerate to set.

2nd Filling:
Cook 1 large pkg. of chocolate or butterscotch pudding in 2 1/2 cups of milk until thick. Allow to cool and spread over cheese mixture.

Top with Cool Whip and sprinkle with nuts.

Refrigerate for 4 hours.