2 sticks butter
2 tbsp. sugar
2 c. flour

Mix like crust (no water). Press into a large pan (jelly roll size). Bake at 350 degrees for 15 minutes.

MIX 1ST LAYER:

2 (8 oz.) pkgs. cream cheese
2 c. confectioners' sugar

Cream until smooth, spread on cooled crust. Let sit in refrigerator.

MIX 2ND LAYER:

2 pkgs. lemon pudding

Cook as directed, using ONLY sugar for one box. Cool slightly and pour over 1st layer. Let cool.

MIX 3RD LAYER:

Spread container of Cool Whip. Garnish with slivered almonds, nuts or coconut.