CRUST:

1 c. flour
1 stick butter
1/2 c. nuts, chopped

Blend together and press into ungreased 9 x 13 inch baking pan (with fork). Bake 20 minutes at 350 degrees.

FIRST LAYER:

1 (8 oz.) cream cheese, softened
1/2 (9 oz.) Cool Whip
1 c. powdered sugar

Blend (may use mixer). Put on cool crust.

SECOND LAYER:

Mix 2 packages lemon instant pudding with 3 cups milk in mixer until thick. Add to top of first layer.

THIRD LAYER:

Put remaining Cool Whip on top and sprinkle with nuts. Chill before serving.