1 1/2 c. flour
1 1/2 sticks butter
2 (8 oz.) pkgs. cream cheese
2 c. powdered sugar
2 c. Cool Whip

Blend flour and butter well and press into a 9x13 pan. Bake at 350 degrees for 20 minutes; let cool. Whip remaining ingredients together until well blended. Spread over cooled crust.

Mix 2 small packages of lemon instant pudding with milk as on package directions. Let set. Pour over cream cheese mixture and crust. Put Cool Whip over top; chill.