CRUST:

2 c. sifted flour
2 sticks butter
1 c. chopped walnuts

FILLING:

2 (8 oz.) pkg. cream cheese
2 c. confectionary sugar
2 pkg. lemon INSTANT pudding
3 c. milk
1 (8 oz.) Cool whip

Mix flour, shortening and chopped nuts until fine crumbs. Dump in 13 x 9 inch pan. Pat down with fingers and bake at 375 degrees for 15 minutes. Let cool.

Mix cream cheese and sugar until soft and creamy (I soften it in the oven after the crust is baked). Put this layer on top of crust when it is cool. Mix the pudding and milk until thick. Put this on top of cream cheese layer. Top with Cool Whip and let set overnight.