Pastry:

1/3 c. (3/4 stick) butter
1 c. flour
1 tbsp. sugar
1 c. pecans, chopped

Mix together butter, flour, sugar, nuts; then spread mixture in a 9x13-inch baking dish.

Bake at 350°F for 30 minutes, until light brown. Cool.

Topping:

8 oz. (1 pkg.) cream cheese
5 oz. (1 can) sweetened condensed milk
1/3 c. lemon juice
2 1/2 c. cold milk
6 1/2 oz. (2 small pkg.) instant pudding, lemon
8 oz. (1 small tub) Cool Whip

Whip together cream cheese, sweetened condensed milk and lemon juice. Spread mixture on top of cooled pastry.

Beat together milk and pudding mix. Spread over cream cheese layer. Top with Cool Whip and refrigerate 1 hour.