CRUST:

1 c. flour
1 c. soft butter
1 c. chopped pecans

Press into 9x13 inch pan. Bake at 400 degrees for 20 minutes.

8 oz. soft cream cheese
1 c. powdered sugar

Beat until fluffy.

1 c. Cool Whip

Fold into cream cheese mix. Spread on cooled crust.

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

Mix until thick and creamy. Spread on cream cheese layer and add remaining Cool Whip.