STEP #1 - CRUST:

1 stick butter
1 c. flour
1/2 c. chopped nuts

Blend with beater until flaky. Press into greased 13 x 9 x 2 inch pan. Bake at 350 degrees for 20 minutes. Cool.

STEP #2:

8 oz. cream cheese, softened
1 c. confectioners' sugar
1 c. Cool Whip

Blend well and spread on crust carefully.

STEP #3:

2 sm. pkgs. lemon INSTANT pudding in 2 1/2 c. of cold milk (beat like for pudding)

Pour over top of cheese mixture. Top with Cool Whip. Garnish with nuts. Refrigerate. To serve cut into squares.