1/2 c. flour
1/2 c. chopped nuts
1 c. confectioners' sugar
2 (3 oz.) pkgs. lemon instant pudding mix
3 c. milk
1/2 c. butter
1 lg. Cool Whip
1 (8 oz.) cream cheese

First layer: Mix flour, butter and nuts together. Put into a 9x13 pan. Bake at 350 degrees for 8-10 minutes. Cool.

Second layer: Soften cream cheese in mixer. Add sugar and 1 cup Cool Whip. Mix well and spread over cooled first layer.

Third layer: Mix the lemon pudding and milk together and spread over second layer. Top with remaining Cool Whip and sprinkle with chopped nuts.