Crust:

1 cup butter
2 cups flour
1/2 cup chopped nuts

Combine butter, flour and nuts. Press into a 9 by 13 inch pan. Bake at 400° F for 15 to 20 minutes until brown.

First Layer:

1 cup sifted confectioners' sugar
1 eight ounce package cream cheese
1 cup Cool Whip

Beat sugar and cheese. Add Cool Whip. Spread on cooled crust and refrigerate.

Second Layer:

2 3.5 packages instant lemon pudding
3 cups cold milk
1 tablespoon grated lemon peel

Mix pudding, milk and lemon peel, and pour over set cream cheese mixture. Refrigerate until set. Top with more Cool Whip.

Submitted by: CM