1 (8 oz.) pkg. cream cheese
1 c. powdered sugar
1 (16 oz.) Cool Whip
1 bag pecan sandies
1 stick butter
2 pkg. instant lemon pudding
3 c. milk

Crush pecan sandies. Mix with melted butter. Press into 9 x 13 inch pan. Bake for 15 minutes at 350 degrees. Cool.

Beat together cream cheese, powdered sugar, and fold in 8 ounces of Cool Whip. Spread over crust. Mix pudding and milk. Beat two minutes. Put on top of cream cheese layer. When set, put on remaining Cool Whip. Store in refrigerator.