1 stick butter
1 c. flour
1/2 c. crushed walnuts
8 oz. cream cheese
1 c. powdered sugar
1 c. Cool Whip

In casserole dish mix butter, flour and nuts. Spread over bottom of dish and bake 15 minutes at 400 degrees. Let this cool. Blend cream cheese, powdered sugar, Cool Whip and spread over cooled flour and nut layer. Beat 2 packages instant lemon pudding with 3 cups milk and then spread over cream cheese layer. Top with Cool Whip as desired. Sprinkle nuts on top.