1 stick butter
1 1/4 c. flour
1/2 c. walnuts, crushed fine
8 oz. cream cheese
1 c. confectioners' sugar
1 c. Cool Whip
2 boxes instant lemon pudding
3 c. milk

Mix flour, butter and walnuts. Spread in 9"x13" pan. Bake at 350 degrees for 20 to 25 minutes. Let cool.

Beat cream cheese with confectioners' sugar, fold in 1 cup Cool Whip. Spread on crust. Make pudding with milk. Spread over first layer. Cover with Cool Whip. Chill for 3 hours.