BOTTOM:

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

Mix well place in greased 9 x 12 inch pan. Bake 15 minutes at 375 degrees.

SECOND LAYER:

13 oz. Cool Whip
8 oz. cream cheese
1 c. 10xx sugar

Mix well, let bottom cool then spread 2nd layer evenly over top.

3RD LAYER:

2 (3 oz.) pkg. lemon instant pudding
3 c. milk, mix according to pudding directions

Spread evenly over 2nd layer. Let pudding firm up in refrigerator.

4TH LAYER:

Spread Cool Whip evenly over pudding; sprinkle with ground nuts. Serve chilled.