Combine: 1/2 c. pecans, sm. pieces 1/4 c. melted butter

Press into bottom of 9 x 13 inch dish. Bake at 350 degrees for 15 minutes. Cream: 1 c. powdered sugar 1 c. Cool Whip

Place on top of first layer. Combine 2 packages lemon instant pudding and 3 cups of milk. Place on second layer. Top entire cake with Cool Whip.