1 c. flour
1 c. chopped nuts
1 stick butter (room temp.)

Mix all together and spread out in a 9x13 pyrex dish. Bake in a 325 degree oven until slightly brown. Set aside and cool.

1 c. Cool Whip (get a 9 oz. container)
1 c. confectioners' sugar
1 (8 oz.) cream cheese (softened)

Beat together until smooth, then spread over the cooled baked crust (above).

Mix 2 small boxes of instant lemon (or chocolate) pudding with 3 cups milk and beat until smooth. Spread this over cheese mixture. Top with the rest of the Cool Whip.

Chill for 3 to 4 hours before serving.

NOTE: You can use any flavor of instant pudding you like.