CRUST:

1/2 c. butter
2 tbsp. brown sugar
1 c. plain flour
1/2 c. chopped nuts

Mix together and press into 9"x13" pan and bake for 10 minutes and cool.

FILLING:

8 oz. cream cheese
1 c. powdered sugar
1 c. Cool whip
2 pkgs. instant lemon pudding
2 c. milk

Beat cream cheese and powdered sugar, fold in Cool Whip. Spread over cool crust. Beat instant pudding with milk. Spread over cream cheese mixture, then top with Cool Whip and refrigerate.