2 sticks of butter
2 c. flour
1 c. chopped nuts
8 oz. cream cheese
3 c. milk
1 c. powdered sugar
1 c. Cool Whip
2 sm. lemon instant pudding

Cut butter into flour until well blended. Mix in chopped nuts. Pat into 9 x 13 inch buttered pan. Bake at 400 degrees for 15 to 20 minutes. Let cool.

First Layer: Beat cream cheese with powdered sugar until smooth. Fold in Cool Whip. Spread on cool crust.

Second Layer: Combine milk and pudding. Beat until smooth. Spread over first layer.

Third Layer: Spread with then layer of Cool Whip. Sprinkle with nuts, if desired. Refrigerate for several hours. Cut into squares for serving.