2 sticks butter
2 c. flour
1 c. walnuts, chopped extra fine
8 oz. cream cheese
1 c. confectioners' sugar
1 lg. container Cool whip
2 (3 oz.) pkgs. instant lemon pudding mix
3 c. milk

STEP 1 CRUST: Mix 2 sticks melted butter, 2 cups flour, 1 cup chopped walnuts together, pat down in 9"x13" pan. Bake at 350 degrees for 20 to 25 minutes. Let cool. Don't start Step 2 until it's cool.

STEP 2 CHEESE MIXTURE: Mix 8 ounces cream cheese, 1 cup confectioners' sugar, 1 cup Cool Whip. Blend together. Spread on cooled crust.

STEP 3 PUDDING: Mix 2 (3 oz.) packages lemon pudding and 3 cups milk by hand. Pour on cheese mixture.

STEP 4: Cover with rest of Cool Whip.