1 c. flour
1 stick butter
1/2 c. finely chopped nuts

Mix and pat into 9x13 pan. Bake 350 for 20 minutes. Cool completely.

LAYER 2:
1 c. powdered sugar
8 oz. cream cheese
1/2 carton Cool Whip, 12 oz. size

Cream sugar and cheese; fold in Cool Whip. Spread on first layer.

LAYER 3:
2 boxes instant lemon pudding
3 c. milk

Mix pudding with milk. Spread on second layer.

LAYER 4:

Top with remainder of Cool Whip. Sprinkle top with additional nuts. Chill and serve.