CRUST:

1 c. flour
1/2 c. butter
1/2 c. chopped nuts

Put in 9"x13" pan, press down. Bake 15 minutes at 375 degrees. Cool.

SECOND LAYER:

1 c. powdered sugar
1 (8 oz.) pkg. cream cheese

Mix and add 1 cup Cool Whip or Dream Whip. Drop on cool crust by spoonfuls and spread out. Put in refrigerator while mixing third layer.

THIRD LAYER:

2 pkgs. instant lemon pudding
3 c. cold milk

Beat until it starts to thicken, then put on top. Refrigerate. Can be topped with more Cool Whip to serve. Other flavors of pudding may be used.