1ST LAYER:

1 c. flour
1 stick butter
1/2 c. chopped pecans

Mix as for dough, press in bottom of an 11"x7" dish and bake at 375 degrees for 15 minutes. Cool.

2ND LAYER:

1 c. sugar
1 (8 oz.) cream cheese
1 (10 oz.) Cool Whip

Mix real good and spread on layer one.

3RD LAYER:

2 pkgs. instant lemon pudding
3 c. milk

Whip real good with beater and pour over 2nd layer. Top with remaining Cool Whip. You can sprinkle a few of the chopped pecans over top for looks.