CRUST:

1 1/2 c. all-purpose flour
3/4 c. butter (1 1/2 sticks)

Blend flour and butter as for a pie crust and press into a 9 x 13 inch pan or dish. Bake at 350 degrees for 15 minutes or until light brown.

FILLING:

1 (8 oz.) pkg. cream cheese
1 c. powdered sugar
1 c. Cool Whip
3 c. cold milk
2 pkgs. instant lemon pudding

Blend cheese and sugar. Fold in Cool Whip. Spread over cooled crust.

Pour milk into bowl and add pudding mix. Beat 1 minute. Spread over cheese mixture. Spread the rest of the large carton of Cool Whip on top. Sprinkle with toasted chopped nuts. Refrigerate.