STEP 1:
2 c. flour
2 sticks butter, softened

Mix together. Put into large baking dish. Bake at 350 degrees for 25 minutes or until crust is light brown. Let cool.

STEP 2:
1 (8 oz.) pkg. Philadelphia cream cheese
1 c. powdered sugar
1 (3 1/2 oz.) Cool Whip

Mix cheese and powdered sugar then add 1/2 of the Cool whip. Mix well with cheese and sugar, smooth and spread on crust.

STEP 3:
2 sm. pkgs. lemon instant pudding mix
3 c. milk

Mix according to directions on package. Pour over cream cheese mixture and put rest of Cool Whip on top. Store in refrigerator.