BOTTOM LAYER - CRUST:

1 c. flour
1/2 c. butter
1/4 c. nuts, chopped

Mix together and pat into 9 x 13 inch pan. Is very thin layer. Bake at 350 degrees for 15 minutes; cool well.

2ND LAYER:

1 (8 oz.) pkg. cream cheese
2/3 c. powdered sugar
4 oz. Cool Whip

Cream together, cream cheese and powdered sugar. Fold Cool Whip into mixture. Spread on top of crust.

3RD LAYER:

2 (3 oz.) pkgs. cooked lemon pie filling

Make lemon pie filling according to directions on package. Cool and spread over 2nd layer. Top with remaining Cool Whip. Cool until set.