2 sticks butter
2 c. flour
1 c. chopped nuts
8 oz. cream cheese
1 c. confectioners' sugar
1 c. Cool Whip
3 pkg. lemon instant pudding
4 1/2 c. milk
2 containers Cool Whip (1 lg., 1 sm.)

Mix first 3 ingredients. Press into 9 x 13 inch pan. Bake at 350 degrees for 25-30 minutes. Cool. Beat cream cheese and confectioners' sugar until smooth. Fold in 1 cup Cool Whip. Spread over cooled crust. (A little milk may be added to mixture to spread more easily.)

Make instant pudding, adding 4 1/2 cups milk. Beat until thick and pour over cream cheese layer. Place in refrigerator to set. Before serving, spreading Cool Whip all over top of cake. Sprinkle with nuts. Serve from the pan.