1 c. butter (2 sticks softened)
2 c. flour
1/2 c. chopped walnuts
1 (8 oz.) pkg. cream cheese, softened
1 c. confectionery sugar
1 c. Cool Whip
2 pkgs. lemon instant pudding
3 c. milk
2 c. COOL WHIP

Cut butter into flour, add nuts, pat into 13x9 pan. Bake at 350 degrees for 25-30 minutes, cool.

Beat cream cheese with confectionery sugar, fold 1 cup Cool Whip. Spread on cooled crust.

Combine 2 packs of lemon pudding with milk. Beat until smooth. Spread over cream cheese layer. Set 10 minutes in refrigerator.

Spread 2 cups Cool Whip on top. Refrigerate 3 hours. Eat!