1 c. flour
1/2 c. butter
1/2 c. ground walnuts

Mix like pie crust. Bake in 9"x13" pan for 15 minutes at 375 degrees. Cool until pan is cold, about 1/2 hour.

1 c. powdered sugar
8 oz. cream cheese

Beat, then add 1 cup Cool Whip. Have cream cheese and Cool Whip at room temperature. Use 2 packages of instant lemon pudding mix with 3 cups of milk. Then spread on top of cheese mixture. Cool until pudding is set, about 15 minutes. Serve with Cool Whip. Makes 12 to 15 servings.