1 c. flour
1/2 c. soft butter
1 c. chopped walnuts

Mix well and press in bottom of 9 x 13 inch ungreased pan. Bake at 325 degrees for 20-25 minutes. Cool completely.

2ND LAYER:

1 (8 oz.) cream cheese
1 c. Cool Whip
1/2 c. sifted powdered sugar

Whip until smooth and spread evenly on cooled crust.

3RD LAYER:

2 sm. pkgs. instant Jello lemon pudding
3 c. milk

Whip and pour over 2nd layer.

4TH LAYER:

Cover with balance of 9 ounce Cool Whip. Refrigerate, may be made a day ahead.