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

Mix butter, flour, and nuts; press in 9 x 13 inch pan and bake at 350 degrees for 15 minutes and let cool.

Mix cream cheese and powdered sugar, then gradually add Cool Whip. Spread on crust.

Mix lemon pudding mix with 3 cups milk, spread on cream cheese mixture. Top with remaining Cool Whip and keep refrigerated.