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

Stir all ingredients together and spread in a 9 x 13 inch pan. Bake at 350 degrees for 20 minutes. Cool before putting on 2nd layer.

2ND LAYER:

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

Beat all of the ingredients together and spread on the crust (1st layer).

3RD LAYER:

2 (3 oz.) pkg. lemon instant pudding
3 c. milk

Beat the ingredients and spread over the 2nd layer. Let set. Then spread 1 1/2 cups of Cool Whip over the 3rd layer. Keep in the refrigerator until ready to serve.