2 sticks of melted butter
2 c. flour
1/4 c. chopped walnuts or pecans

Mix together, press in bottom of 13 x 9 inch pan and bake at 350 degrees for 20 minutes. Cool.

FIRST LAYER:

2 (8 oz.) pkgs. softened cream cheese
2 c. powdered sugar

Mix together.

SECOND LAYER:

2 sm. pkgs. lemon pudding (instant)
3 c. milk

Mix as if fixing pudding, put on top of cream cheese mixture.

TOP LAYER:

1 sm. container of frozen whipped topping

Sprinkle with chopped nuts. Refrigerate until set.