1 c. flour
1 stick melted butter
Nuts

FIRST LAYER: Melt butter and flour and spread evenly in 9x13 inch pan. Bake at 325 degrees about 15 or 20 minutes; cool.

SECOND LAYER: Mix 1 package softened cream cheese with 1 cup powdered sugar. Mix in 1 cup Cool Whip. Spread over cooled crust.

THIRD LAYER: Mix 2 boxes lemon instant pudding with 3 cups milk. Spread over cream cheese mixture. Top with Cool Whip.