Crush: 3/4 C chopped walnuts

2 C flour

1 1/2 sticks butter melted

Mix well and press into 9" x 13" pan

bake at 375° 15-20 minutes

1st layer

1 (8 oz) pkg cream cheese

1 C powdered sugar

1 C cool whip

spread over cooled baked crust

2nd layer

3 small pkgs instant pistachio pudding

3 C milk

Mix for 2 minutes and spread over 1st layer. Top with remaining cool whip. Refrigerate.