1/2 c. butter
1 c. flour
1 c. chopped walnuts
8 oz. cream cheese
1 c. powdered sugar
1 lg. Cool Whip
2 pkg. instant lemon pudding
3 c. milk

First Layer: 1/2 cup butter, 1 cup flour and 1/2 cup chopped nuts. Mix and pack in 9 x 13 inch pan. Bake 15 minutes at 350 degrees.

Second Layer: 8 ounce cream cheese, 1 cup powdered sugar and 1/2 large container Cool Whip. Mix cream cheese and sugar; fold in Cool Whip and spread over first layer.

Third Layer: 2 packages lemon pudding and 3 cups milk. Mix and spread over second layer.

Fourth Layer: Spread remaining Cool Whip and sprinkle 1/2 cup nuts on top. This may be made a day ahead.