CRUST:

1 c. flour
1 stick butter, softened
1/2 c. chopped nuts
2 tbsp. powdered sugar

Mix as for pie crust and press into 9x13 pan. Bake at 350 degrees for 15 minutes.

FIRST LAYER:

1 c. Cool Whip
1 c. powdered sugar
1 (8 oz.) pkg. cream cheese

Mix and spread on cooled crust.

TOP LAYER:

2 pkgs. instant lemon pudding
3 c. cold milk

Mix and spread on cheese layer. Top with remaining Cool Whip. Keep refrigerated.