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

CRUST: Cut butter into flour until well blended. Mix in walnuts. Pat into 9 x 13 inch buttered pan. Bake at 400 degrees for 15 to 20 minutes. Let cool.

FIRST LAYER: Beat cream cheese with powdered sugar until smooth. Fold in Cool Whip and spread on cooled crust.

SECOND LAYER: Combine the pudding mix with milk. Beat until smooth and spread over first layer.

THIRD LAYER: Spread with thin layer of Cool Whip. Refrigerate for several hours. Cut into squares for serving.