1ST LAYER:

2 sticks butter
2 c. flour
1 c. pecans, chopped

Crumble first 3 ingredients and put into 9 x 13 inch pan. Bake at 375 degrees. Cool for 15 minutes.

2ND LAYER:

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

Combine. Put on top of crumb mixture, chill for 15 minutes.

3RD LAYER:

3 pkgs. instant lemon pudding
4 1/2 c. milk

Place on top of 2nd layer, after it thickens.

4TH LAYER:

1 lg. size cool Whip

Spread on top of 3rd layer, sprinkle with chopped pecans, if desired for decoration.

This may be made the day before you serve it. Serves 10.