1 stick butter
1 c. flour
1/4 c. pecans
12 oz. cream cheese
1 c. powdered sugar
1 c. Cool Whip
2 small boxes instant lemon pudding
3 c. cold milk

Mix the first 3 ingredients all together.

Bake in 13 x 9 glass pan (greased) at 350°F for 15 minutes.

Cream together the cream cheese, powdered sugar and 1 cup Cool Whip. Spread over cooked crust.

Mix together the pudding and milk. Beat until thick. Spread over the other mixture. Top with Cool Whip and pecans.