1 c. flour
1/2 c. butter
1/2 c. chopped nuts
1 (8 oz.) pkg. cream cheese
1 c. powdered sugar
1 (9 oz.) carton Cool Whip
2 (3 oz.) pkgs. lemon instant pudding
3 c. milk

Mix flour, butter and nuts and press in bottom of 9"x13" pan. Bake 15 minutes at 375 degrees; let cool. Cream together powdered sugar and cream cheese. Fold in 1 cup Cool Whip and spread over cooled crust.

Combine milk and pudding, beat until smooth and spread over cheese filling. Spread remainder of Cool Whip over top. Chill at least 12 hours before serving.